S-1 1 ds1.htm REGISTRATION STATEMENT Registration Statement
Table of Contents

As filed with the Securities and Exchange Commission on September 14, 2007

Registration No. 333-          

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


Varolii Corporation

(Exact Name of Corporation as Specified in Its Charter)

 


 

Washington   7374   91-2028910
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

821 2nd Avenue

Suite 1000, 10th Floor

Seattle, WA 98104

(206) 902-3900

(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)

 


Jeffry A. Shelby

Vice President and General Counsel

821 2nd Avenue

Suite 1000, 10th Floor

Seattle, WA 98104

(206) 902-3900

(Name, Address, including zip code and telephone number, including area code, of Agent for Service)

 


Copies to:

 

Sonya Erickson

Heller Ehrman LLP

701 5th Avenue, Suite 6100

Seattle, WA 98104

(206) 447-0900

 

Patrick J. Schultheis

Wilson Sonsini Goodrich & Rosati

Professional Corporation

701 5th Avenue, Suite 5100

Seattle, WA 98104

(206) 883-2500

 


Approximate date of commencement of proposed sale to the public:    As soon as practicable following the effectiveness 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 of 1933, please check the following box and list the Securities Act registration 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 of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

 


CALCULATION OF REGISTRATION FEE

 


Title of Securities to be Registered    Proposed Maximum
Aggregate Offering
Price (1)(2)
   Amount of
Registration Fee

Common Stock, $0.001 par value per share

   $ 86,250,000    $ 2,648

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes shares which the underwriters have the option to purchase to cover overallotment, if any.

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 or until the Registration Statement shall become effective on such date as the Securities and Exchange 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 SEPTEMBER 14, 2007

PROSPECTUS

             Shares

LOGO

Common Stock

 


This is our initial public offering, and no public market currently exists for our shares of common stock. We are offering              shares of common stock. We anticipate that the initial public offering price will be between $             and $             per share.

 


We will apply to list our common stock on the NASDAQ Global Market under the symbol “VRLI”.

 


Investing in our common stock involves risks. See “ Risk Factors” beginning on page 8.

 

     Per share    Total

Initial public offering price

   $                 $             

Underwriting discount and commissions

   $      $  

Proceeds, before expenses, to us

   $      $  

To the extent that the underwriters sell more than              shares of common stock, the underwriters have the option to purchase up to an additional              shares from us at the initial public offering price less the underwriting discount.

 


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares on or about                     , 2007.

 


 

Lehman Brothers     JPMorgan

 


 

William Blair & Company    JMP Securities    RBC Capital Markets

Prospectus dated                     , 2007


Table of Contents

TABLE OF CONTENTS

 

     Page

Prospectus Summary

   1

Risk Factors

   8

Cautionary Notice Regarding Forward-Looking Statements

   24

Use of Proceeds

   25

Dividend Policy

   25

Capitalization

   26

Dilution

   28

Selected Consolidated Financial Data

   30

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   32

Business

   55

Management

   71

Executive Compensation

   77

Related Party Transactions

   92

Principal Shareholders

   93

Description of Capital Stock

   96

Shares Eligible for Future Sale

   100

Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders

   102

Underwriting

   106

Legal Matters

   112

Experts

   112

Where You Can Find Additional Information

   112

Index to Consolidated Financial Statements

   F-1

 


You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from that contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus or any related free writing prospectus is accurate only as of its date, regardless of the time of delivery or of any sale of our common stock.

Until                     (25 days after commencement of this offering), all dealers selling shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry publications and other publicly available information. We do not guarantee, and we have not independently verified, this information.

 

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before buying shares of our common stock. Before deciding to invest in shares of our common stock, you should read the entire prospectus carefully, including our consolidated financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus.

Varolii Corporation

Overview

We provide on-demand, interactive customer communications solutions and, based on our size, breadth of products and number of customers, believe that we are the leader in this market. Our suite of solutions, delivered through a fully-managed software-as-a-service, or SaaS, model, enables enterprises to enhance revenues and reduce costs by facilitating the development of their customer relationships through automated, personalized communications across multiple channels including voice, email, SMS, pager, web and fax. Our solutions span the customer lifecycle with applications for customer initiation, customer service, customer retention and collections. We also provide specialized business continuity applications that enable organizations to quickly and reliably communicate with employees and customers in the event of planned and unplanned incidents. Our on-demand solutions overcome the limitations of other approaches to enable highly personalized, interactive communications that lead to higher levels of customer loyalty and satisfaction. Our applications provide our customers with significant incremental revenue benefits and help eliminate unnecessary costs by driving efficient, scalable and actionable communications.

Our on-demand, hosted platform currently handles on average over 3.5 million notifications each business day, including flight cancellation notices, credit card fraud detection alerts, scheduling of service calls, medication adherence notifications and payment reminders. Our scalable, multi-tenant platform allows our customers to use our solutions without incurring significant upfront expenses and to easily add new applications and services over time. Our solutions are tightly integrated with our customers’ existing enterprise information systems to ensure that their communications are contextual and personalized. Because our solutions are delivered as a fully-managed offering, we are able to regularly evaluate the success of each customer’s application and optimize that application to deliver superior results.

Our market opportunity is in part driven by growing customer acceptance of software delivered as a service, as well as by growth in spending on unified communications technologies. The worldwide software on-demand market is estimated by International Data Corporation, or IDC, a leading market research firm, to be $5.7 billion in 2007 and is expected to grow to $14.8 billion by 2011, representing a compound annual growth rate of 27%. The worldwide unified communications market, which includes software that consolidates directory, routing and management of communications, is estimated by IDC to be $4.8 billion in 2007 and is expected to grow to $17.5 billion by 2011, representing a compound annual growth rate of 38%. Additionally, based on our analysis of the usage of customer communications solutions and publicly available information regarding our targeted industry sectors, we believe that our total addressable market in North America for interactive customer communications is in excess of $4.0 billion. We believe that on-demand solutions such as ours provide the robust functionality, flexibility, scalability and efficiency to best address this large and growing opportunity.

 

 

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Over 320 organizations use our solutions, including more than 100 of the Fortune 1000. We target the largest and most sophisticated enterprises within key industry sectors, including financial services, telecommunications, utilities, healthcare and transportation, as well as government. Our customers include Alaska Airlines, Dell, Delta Air Lines, Deutsche Bank AG, DTE Energy, Medco, SunTrust Mortgage, Time Warner Cable and UPS. We typically enter into usage-based, one- to three-year contracts with our customers and we have a high annual customer retention rate. Our customers typically broaden the deployment of our services across their organizations and increase the usage of our services by deploying additional applications and increasing the volume of notifications. Our revenues grew from $16.2 million in 2004 to $29.7 million in 2005 and $50.9 million in 2006. In the six months ended June 30, 2007, we generated $31.6 million of revenues compared to $23.2 million in the six months ended June 30, 2006.

Industry Background

Businesses today are operating in an increasingly competitive environment that has been intensified by more sophisticated and demanding consumers. Furthermore, consumers have limited time and patience to interact with the companies that provide them with goods and services, companies must offer more targeted, personalized and proactive communications to effectively reach their customers.

Enterprises have traditionally employed call centers to facilitate customer communications. However, call centers have several drawbacks, particularly the cost of hiring, training and retaining quality agents and the difficulty of optimally meeting the demands of constantly changing call volumes. Many companies have outsourced their call centers in the belief that this would yield cost savings. However, outsourcing does not consistently reduce overall costs and does not improve customer satisfaction.

Companies have also tried to address the costs of call centers by automating some of their customer communications and adding other modes of communication. For example, automatic call distributors, interactive voice response systems and predictive dialers have increased efficiencies by reducing call routing costs and increasing consumer self-service. Email and instant messaging, customer relationship management, or CRM, products and computer-telephony integration broadened the available channels for communication while attempting to enhance the customer experience through integration of these technologies.

These approaches, however, have generally failed to meet the growing needs and demands of businesses and their customers for several reasons:

 

   

they tend to automate customer-initiated (inbound) rather than proactive (outbound) communications;

 

   

they fail to meet individual customer needs because they do not integrate with existing back-end enterprise information systems and do not incorporate specific data on individual customers;

 

   

they are impersonal and do not intelligently route communications;

 

   

they lack a unified platform for multi-channel communications;

 

   

they are costly and lack the ability to scale to meet the needs of large, complex enterprises; and

 

   

they are exposed to technology risk, requiring costly and timely efforts to upgrade.

 

 

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Due to the shortcomings of legacy solutions, enterprises are increasingly investing in new technologies and services that enable proactive, actionable, automated customer communications to help strengthen customer loyalty and improve business performance.

Our Solution

Our platform allows us to deliver communications for our customers through multiple channels including voice, email, SMS, pager, web and fax or any combination thereof. Our applications are hosted on our multi-tenant platform that is capable of supporting hundreds of different applications simultaneously and executing millions of automated communications per day. We currently have over 600 applications deployed that result on average in over 3.5 million notifications each business day. Our solutions are:

 

   

Proactive, Actionable and Revenue Enhancing.    Our solutions enable enterprises to proactively contact customers with important information, improving end-customer satisfaction and helping our customers to meaningfully enhance revenues and reduce costs. Our applications also incorporate self-service functions that enable customers to act upon the information they receive.

 

   

Personalized.    Our solutions use sophisticated integration to leverage existing customer data that reside in various back office systems to provide more targeted communications that increase customer response rates and satisfaction.

 

   

Intelligent.    Our on-demand platform provides a flexible architecture that is able to intelligently route information and communications to the appropriate systems or individuals.

 

   

Fully-Managed.    We offer a full range of managed services that allow us to fine-tune our applications and optimize the performance and effectiveness of our customers’ communications initiatives.

 

   

Scalable for Multi-Channel Communications.    Our platform is designed to scale to meet the communications needs of large and sophisticated enterprises and to allow our customers to deliver communications to individuals through their preferred communication channels.

 

   

Flexible and Easy to Implement.    Our platform is built using open standards that enable it to quickly and seamlessly integrate with our customers’ existing back office systems. Deployment typically occurs in three to six weeks, and in some cases within 24 hours.

 

   

Less Expensive to Implement and Operate.    We deliver our solution through a fully-managed SaaS model, which limits our customers’ upfront investments and provides them with predictable costs that scale with usage.

 

   

Less Prone to Obsolescence.    Our on-demand platform allows our customers to immediately receive the benefits of ongoing improvements to our applications without having to invest in new software or implement costly and time consuming system upgrades.

Our Strategy

Our objective is to enhance our market leadership position by:

 

   

increasing our existing customers’ use of our solutions;

 

 

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selectively targeting new customers within our key selected industry sectors while also targeting new industry sectors as our business evolves;

 

   

leveraging our domain expertise to continuously improve our applications and tailoring our solutions to specific customer needs;

 

   

bolstering our product leadership position by continuing to develop our technology platform in order to drive customer value and extend our competitive advantages; and

 

   

entering new geographic markets.

Company Information

We were incorporated in Washington in January 2000 as Alertonline, Inc. We changed our name to PAR3 Communications Inc. in October 2000 and to Varolii Corporation in March 2007. In December 2005, we acquired EnvoyWorldWide, Inc., a Delaware corporation, which provided enterprise notification services for business continuity and emergency communications. We merged our wholly-owned subsidiary EnvoyWorldWide, Inc. with and into us on December 31, 2006.

Our principal offices are located at 821 2nd Avenue, Suite 1000, Seattle, Washington 98104, and our telephone number is (206) 902-3900. Our world wide web address is http://www.varolii.com. The information found on, or accessible through, our website is not part of this prospectus.

Varolii, our logo, Varolii Profiles and Message MasteringSM are registered trademarks and/or service marks of Varolii. All other trademarks, tradenames and service marks appearing in this prospectus are the property of their respective owners. Except where the context requires otherwise, in this prospectus, “Company,” “Varolii,” “we,” “us,” and “our” refer to Varolii Corporation, a Washington corporation.

 

 

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THE OFFERING

 

Shares of common stock offered by us

             shares

 

Shares of common stock to be outstanding after this offering

             shares

 

Use of proceeds

We estimate that we will receive net proceeds of approximately $             million from this offering, or approximately $             million if the underwriters exercise in full their option to purchase additional shares, based on an assumed initial public offering price of $             per share, the midpoint of the range set forth on the cover page of this prospectus, in each case after deducting the underwriting discount and commissions and estimated expenses payable by us. We intend to use up to $9.3 million of the net proceeds of this offering to repay outstanding indebtedness. The remainder of net proceeds will be used for working capital and general corporate purposes. See “Use of Proceeds.”

 

Proposed NASDAQ Global Market symbol

VRLI

The number of shares of our common stock outstanding after this offering is based on 106,743,534 shares outstanding as of June 30, 2007. This number does not include:

 

   

73,529 shares of common stock issuable upon the exercise of an outstanding warrant at an exercise price of $0.68 per share;

 

   

23,878,459 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2007, at a weighted average exercise price of $0.26 per share; and

 

   

2,487,405 shares of common stock available for issuance under our 2000 stock option plan.

Except as otherwise noted, all information in this prospectus:

 

   

reflects the automatic conversion of all our outstanding shares of convertible preferred stock into an aggregate of 93,314,739 shares of common stock effective upon the completion of this offering;

 

   

assumes the exercise of warrants to purchase                  shares of our convertible preferred stock at a weighted average exercise price of $             per share, which will expire at or prior to the closing of this offering;

 

   

assumes the exercise of warrants to purchase                  shares of our common stock at a weighted average exercise price of $             per share, which will expire at the closing of this offering; and

 

   

assumes no exercise of the underwriters’ option to purchase additional shares.

 

 

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize certain consolidated financial data regarding our business and should be read together with our consolidated financial statements and related notes, as well as “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The consolidated statements of operations data for the years ended December 31, 2004, 2005 and 2006 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statements of operations data for the six months ended June 30, 2006 and 2007 and the consolidated balance sheet data as of June 30, 2007 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements contained in this prospectus and include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the financial information in those statements. The pro forma consolidated balance sheet data set forth below give effect to the conversion of all outstanding convertible preferred stock into common stock and the reclassification of the convertible preferred stock warrant liability to common stock upon the completion of this offering. The pro forma as adjusted consolidated balance sheet data set forth below give effect to the sale of shares of common stock in this offering at an assumed initial public offering price of $             per share, which is the midpoint of the price range listed on the cover page of this prospectus, and the application of the net proceeds from such sale after deducting the underwriting discount and commissions and estimated offering expenses payable by us. Our historical results are not necessarily indicative of the results to be expected in any future period, and interim results are not necessarily indicative of the results to be expected for the full year.

 

    Year Ended December 31,     Six Months Ended
June 30,
 
    2004     2005     2006     2006     2007  
    (Dollars in thousands, except per share amounts)  

Consolidated Statements of Operations Data (1):

         

Revenues

  $ 16,192     $ 29,738     $ 50,914     $ 23,166     $ 31,629  

Operating expenses (2):

         

Cost of operations and support (exclusive of amortization of intangible assets)

    4,285       7,792       14,711       6,556       10,384  

Cost of services

    1,484       3,526       8,150       4,052       4,395  

Engineering and product development

    2,066       4,276       7,408       3,388       5,589  

Sales and marketing

    6,367       10,569       16,228       8,098       9,203  

General and administrative

    2,474       3,678       7,202       3,407       4,100  

Amortization of intangible assets

          85       1,254       627       626  
                                       

Total operating expenses

    16,676       29,926       54,953       26,128       34,297  
                                       

Loss from operations

    (484 )     (188 )     (4,039 )     (2,962 )     (2,668 )

Other income (expense):

         

Interest income

    81       163       136       64       99  

Interest expense

    (138 )     (198 )     (576 )     (184 )     (418 )

Change in fair value of convertible preferred stock warrant liability (3)

          (35 )     (521 )     (260 )     (230 )

Other, net

          (29 )     5       3        
                                       

Total other expense, net

    (57 )     (99 )     (956 )     (377 )     (549 )
                                       

Net loss before cumulative change in accounting principle

    (541 )     (287 )     (4,995 )     (3,339 )     (3,217 )

Cumulative change in accounting principle

          (203 )                  
                                       

Net loss

  $ (541 )   $ (490 )   $ (4,995 )   $ (3,339 )   $ (3,217 )
                                       

Net loss per common share, basic and diluted

  $ (0.06 )   $ (0.05 )   $ (0.51 )   $ (0.35 )   $ (0.30 )

Shares used in computing basic and diluted net loss per common share

    9,302,972       9,304,327       9,872,180       9,596,143       10,661,743  

Pro forma net loss per common share, basic and diluted
(unaudited) (4)

      $ (0.04 )     $ (0.03 )

Shares used in computing pro forma basic and diluted net loss per common share (unaudited)

        103,186,919         103,976,482  

 

 

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     As of June 30, 2007
     Actual     Pro Forma     Pro Forma
As Adjusted
     (In thousands)

Consolidated balance sheet data (5):

      

Cash and cash equivalents

   $ 3,190     $ 3,190     $             

Working capital

     (2,417 )     (2,417 )  

Total assets

     37,766       37,766    

Convertible preferred stock warrant liability

     1,182          

Total indebtedness, including current portion

     8,507       8,507    

Convertible preferred stock

     41,914          

Common stock and additional paid-in capital

     776       43,872    

Total shareholders’ equity (deficit)

     (31,285 )     11,811    

(1) On December 7, 2005, we acquired EnvoyWorldWide, Inc., a provider of notification services for business continuity and emergency communications. Our revenues include approximately $10.0 million for the year ended December 31, 2006 and approximately $521,000 for the year ended December 31, 2005 related to Envoy.
(2) Includes stock-based compensation expense as follows:

 

     Year Ended December 31,    Six Months Ended
June 30,
         2004            2005            2006            2006            2007    
     (In thousands)

Cost of operations and support

   $    $    $ 12    $ 5    $ 15

Cost of services

               62      12      54

Engineering and product development

               39      15      48

Sales and marketing

               35      10      40

General and administrative

               16      4      201
                                  

Total stock-based compensation

   $    $    $ 164    $ 46    $ 358
                                  
(3) The warrant expenses related to the years ended December 31, 2005 and 2006 and the six months ended June 30, 2006 and 2007 are non-cash charges reflecting increases in the fair value of our outstanding warrants to purchase convertible preferred stock during these periods. These warrant charges were recorded in accordance with Financial Accounting Standards Board Staff Position No. 150-5, which we adopted as of July 1, 2005. We may incur warrant charges reflecting changes in the fair value of these warrants in future periods prior to the completion of this offering. Upon completion of this offering, however, these warrants will become exercisable for common stock and no further charges will be made to adjust for changes in the fair value of the warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Convertible Preferred Stock Warrants” and notes 2 and 11 to our consolidated financial statements.
(4) See note 2 to our consolidated financial statements for a description of the method used to compute pro forma basic and diluted net loss per common share. Pro forma basic and diluted net loss per common share has been computed to give effect to the assumed conversion of convertible preferred stock as though the conversion had occurred on the original date of issuance.
(5) Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) each of cash and cash equivalents, working capital, total assets, common stock and additional paid-in capital and total shareholders’ deficit by $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of one million shares in the number of shares offered by us would increase (decrease) each of cash and cash equivalents, working capital, total assets, common stock and additional paid-in capital and total shareholders’ deficit by approximately $             million, assuming that the initial public offering price remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

 

 

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below and all of the other information contained in this prospectus before deciding whether to purchase our common stock. The market price of our common stock could decline due to any of these risks and uncertainties, and you might lose all or part of your investment in our common stock.

Risks Related to Our Business and Industry

We have a history of net losses and we may not achieve or sustain profitability in the future.

We experienced net losses of $490,000, $5.0 million and $3.2 million for the years ended December 31, 2005 and 2006 and the six months ended June 30, 2007, respectively. As of June 30, 2007, our accumulated deficit was approximately $32.1 million. We expect to continue to make significant expenditures related to the development and expansion of our business. In addition, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We may incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and other unforeseen circumstances. Although our revenues have grown in recent periods, this growth may be unsustainable and, as a result, we may not achieve sufficient revenues to achieve profitability and, if achieved, maintain profitability. Accordingly, we may continue to incur significant losses for the foreseeable future which could materially and adversely affect our financial condition and the market price for our common stock.

Our quarterly operating results can be difficult to predict and can fluctuate substantially, which could result in volatility in the price of our common stock.

Our quarterly revenues and other operating results have varied in the past and are likely to continue to vary significantly from quarter to quarter. Our agreements with customers provide for minimum required monthly levels of usage or payments, and our revenues therefore can and do fluctuate from quarter to quarter based on the actual usage of our services as minimum usage levels are exceeded. Quarterly fluctuations in our operating results also might be due to numerous other factors, including, but not limited to, those listed below:

 

   

the financial condition and business success of our customers;

 

   

purchasing and budgeting cycles of our customers as well as seasonality for certain of our customers;

 

   

timing of development, introduction and acceptance of new applications or services or enhancements by us or our competitors;

 

   

timing of our customers’ communications initiatives;

 

   

our success and ability to continue to broaden the deployment and increase the usage of our applications with our existing customers;

 

   

technical difficulties or interruptions in our services;

 

   

telecommunications and internet disruptions;

 

   

our ability to attract new customers, including the length of our sales cycles;

 

   

changes in our pricing policies or the pricing policies of our competitors;

 

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competition, including entry into the market in which we compete by new companies or new offerings by existing companies;

 

   

our inability to hire, train and retain sufficient sales, engineering, service and support and other personnel;

 

   

severe weather conditions and other catastrophic events;

 

   

our inability to adjust expenses to match revenues; and

 

   

general economic and financial market conditions.

Many of these factors are beyond our control, and the occurrence of one or more of them could cause our operating results to vary widely. Because of quarterly fluctuations, we believe that quarter-to-quarter comparisons of our operating results are not necessarily meaningful. You should not rely on the results of one quarter as an indication of future performance.

We may fail to forecast accurately the behavior of existing and potential customers for our solutions. Many of our expense levels are based, in significant part, on our expectations as to future revenues and are largely fixed in the short term. As a result, we could be unable to adjust spending in a timely manner to compensate for any unexpected decline in revenues. We intend to increase our operating expenses as we expand our engineering, customer service and support, sales and marketing, and administrative organizations. If we incorrectly time these increases or if we experience an unexpected delay in the rate at which personnel become productive or customers respond to our initiatives, our operating results could be materially and adversely affected.

Our largest customers account for a substantial portion of our revenues and the loss of any key customer could materially harm our business.

We currently derive a significant portion of our revenues from our largest customers. For the years ended December 31, 2004, 2005 and 2006 and the six months ended June 30, 2007, Bank of America, our largest customer, accounted for approximately 22%, 16%, 11% and 10% of our revenues, respectively; our five largest customers accounted for approximately 71%, 57%, 39% and 34% of our revenues, respectively; and our 20 largest customers, accounted for approximately 96%, 87%, 70% and 69% of our revenues, respectively. We expect that sales to a limited number of customers will continue to account for a significant portion of our revenues for the next several years. The concentration of our business with a small number of customers means that the loss of a few major customers or any concurrent reduction in the use of our solutions by these major customers could reduce our revenues and materially and adversely affect our results of operations.

Our customers are obligated to purchase only minimum levels of usage during the terms of their contracts, and if they discontinue use of our services or do not continue to use our services at their historical levels, our revenues would decline.

The agreements we enter into with our customers provide for only minimum levels of usage and payments. Most of these agreements have a term of only one or two years. Our customers are not contractually bound to use our solutions exclusively. The periodic usage of our applications and services by our existing customers has in the past and may in the future fluctuate as a result of a number of factors, including our customers’ ability to satisfy their customer communications requirements internally or by using our competitors’ solutions, the financial condition and business success of our customers, the purchasing and budgeting cycles of our customers, and general economic and financial market conditions. If our existing customers do not perceive that our solutions provide value relative to alternative solutions, our business, financial condition and operating results will be adversely affected.

 

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Our business depends substantially on our existing customers renewing and expanding their usage of our applications and services. Any decline in our customer renewals and expansions would harm our future operating results.

The growth of our business depends on our ability to renew agreements with existing customers and to sell additional applications and increase the volume of usage. However, our customers have no obligation to renew their agreements after their initial term and, even if agreements are renewed, our customers may not purchase additional applications or higher levels of services or increase their level of usage. Moreover, in some circumstances, our customers have the right to cancel their service agreements before they expire. Our customers’ renewal rates may decline or fluctuate because of several factors, including their satisfaction or dissatisfaction with our solutions, the prices of our solutions, the prices of services offered by our competitors or reductions in our customers’ spending levels. If our customers cancel their agreements with us, do not renew their agreements, renew on terms less favorable to us or do not purchase additional applications or usage volume, our operating results would be adversely affected.

Many of our customers are price sensitive and if the prices we charge for our solutions are unacceptable, our operating results will be harmed.

Many of our customers are price sensitive and we have limited experience with respect to determining the appropriate prices for our solutions. As the market for our solutions matures, or as competitors introduce new products or services that compete with ours, we may be unable to renew our agreements with existing customers or attract new customers at the same price or on other terms and conditions previously agreed to. As a result, it is possible that competitive dynamics in our market may require us to change our pricing model or reduce our prices, which could harm our operating results.

Prospective customers, especially large enterprise customers, may require extensive integration services in order to take advantage of our applications which may be costly and take longer to install than the services of some of our competitors. In addition, prospective customers may request customized features and functions unique to their business processes, which may be more expensive than our agreements provided for. If prospective customers perceive our solutions to be too expensive or time consuming, our results of operations and prospects may be adversely affected.

We participate in a new and evolving market, which makes it difficult to evaluate our current business and future prospects. If the market for on-demand, interactive customer communication services does not develop as we anticipate, our revenues would decline or fail to grow and we could incur operating losses.

We derive, and expect to continue to derive for the foreseeable future, all of our revenues by providing on-demand communications solutions to businesses, governments and other organizations. Due to advances in technology, the market for on-demand communications solutions continues to evolve, and it is uncertain whether our applications and services will achieve and sustain high levels of demand and market acceptance.

Conversely, many companies have invested substantial effort and financial resources to integrate traditional enterprise software into their businesses and may be reluctant or unwilling to switch to a different application or migrate these applications to an on-demand service offering. Other factors that may affect market acceptance of our applications and services include, but are not limited to, the following:

 

   

the security capabilities, reliability and availability of on-demand products and services;

 

   

customer concerns with entrusting a third party to store and process their data, especially confidential or sensitive data such as financial or medical information;

 

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our ability to minimize the time and resources required to implement our applications and services;

 

   

our ability to maintain high levels of customer satisfaction;

 

   

our ability to implement upgrades and other changes to our software without disrupting our services;

 

   

the level of customization or configuration we offer;

 

   

our ability to provide rapid response time during periods of intense customer activity; and

 

   

the price, performance and availability of competing products and services.

If organizations do not perceive the potential and relative benefits of our on-demand communications applications and services or believe that other on-demand communications products and services (including those that are internally developed) offer a better value, the market for our solutions might not continue to develop or might develop more slowly than we expect, either of which would significantly adversely affect our business, financial condition and operating results. The market for on-demand communications solutions products and services is developing and the manner of its development is difficult to predict. We could make errors in predicting and reacting to relevant business trends, which could harm our operating results. Further, since it is difficult to predict with any assurance the future growth rate and size of this market, our ability to accurately evaluate our future prospects and forecast quarterly or annual performance is constrained.

If we are unable to develop new applications or services, our revenues will not grow as expected.

Our ability to attract new customers and to increase revenues from existing customers will depend in large part on our ability to enhance and improve our existing applications and to introduce new applications and services. The success of any enhancement or new application or service depends on several factors, including the timely completion, introduction and market acceptance of the enhancement, application or service. Our applications and services are technologically sophisticated and require significant resources to develop. Any new applications or services we develop or acquire may not be introduced in a timely or cost-effective manner. If we are unable to successfully develop or acquire new applications or services, or enhance our existing applications and services to meet customer requirements, our revenues will not grow as expected.

Defects in our platform, disruptions in our services or errors in execution could diminish demand for our solutions and subject us to substantial liability.

Our on-demand platform is complex and incorporates a variety of hardware and proprietary and licensed software. Web-based services such as ours frequently experience disruptions from undetected defects when first introduced or when new versions, applications or enhancements are released. From time to time, we have found and corrected defects in our platform. Other defects in our platform, or defects in new features, complementary services or upgrades released in the future, could result in service disruptions for one or more customers. Because customers use our applications and services for critical business processes, any defect in our platform, any disruption in our applications and services or any error in execution could cause existing or potential customers not to use our solutions, could harm our reputation, and could subject us to litigation and significant liability for damage to our customers’ businesses.

 

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Customers use our solutions to assist them in creating and managing customer communications initiatives with their end users. In order for a customer communications initiative to be executed successfully, our support professionals and engineers must correctly design, implement, test and deploy these applications. The performance of these tasks can require significant skill and effort, and may result in errors that adversely affect a customer’s communications initiatives.

The insurers under our existing liability insurance policy could deny coverage of a future claim that results from an error or defect in our platform or a resulting disruption in our applications and services, or our existing liability insurance might not be adequate to cover all of the damages and other costs of such a claim. Moreover, we cannot be certain that our current liability insurance coverage will continue to be available to us on acceptable terms or at all. The successful assertion against us of one or more large claims that exceeds our insurance coverage, or the occurrence of changes in our liability insurance policy, including an increase in premiums or imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, financial condition and operating results. Even if we succeed in litigation with respect to a claim, we are likely to incur substantial costs and our management’s attention will be diverted from our operations.

Actual or perceived breaches of our security measures could diminish demand for our solutions and subject us to substantial liability.

We store and use our customers’ proprietary information, including confidential information about their end customers. Web-based services such as ours are particularly vulnerable to security breaches by third parties. Breaches of our security measures also might result from employee error or malfeasance or other causes. In the event of a security breach, a third party could obtain unauthorized access to our customers’ customer information and other data. Techniques used to obtain unauthorized access or to sabotage systems change frequently, and they typically are not recognized until after they have been launched against a target. As a result, we could be unable to anticipate or implement adequate preventative measures against these techniques. Because of the increasing importance of data security, any actual or perceived breach of our security measures could cause existing or potential customers not to use our solutions, could harm our reputation, and could subject us to litigation and significant liability for damage to our customers’ businesses.

We provide service level commitments to our customers, which could cause us to issue credits for future services if the committed service levels are not met for a given period which could adversely affect our reputation and revenues.

A majority of our customer agreements have service level commitments that require us to maintain defined levels of uptime availability and/or performance and permit customers to receive service credits, or to terminate their agreements if we fail to meet those standards. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our applications and services, we may be contractually obligated to provide these customers with credits for future services or customers may terminate their agreements. Our ability to meet these service level commitments may be affected by factors which we can not control, such as delays or interruptions resulting from earthquakes, hurricanes, floods, fires, terrorist attacks, power losses, telecommunication failures and similar events. Our reputation and revenues could be significantly reduced if we suffer unscheduled downtime that exceeds the allowed downtimes under our agreements with these customers. We do not currently have any reserves on our balance sheet for these commitments. Any extended service outages could harm our reputation, revenues and operating results.

 

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We face intense competition, and our failure to compete successfully would make it difficult for us to add and retain customers and would impede the growth of our business.

Our future success will depend in part upon our ability to increase our share of the customer communication market, to maintain and increase our recurring revenues from existing and new customers and to sell additional existing applications and services and new applications and services to existing and new customers. The market for on-demand communications solutions is intensely competitive, rapidly changing and fragmented. It is subject to rapidly developing technology, shifting customer requirements, frequent introductions of new services and increased marketing activities of industry participants. Increased competition could result in pricing pressure and reduced sales leaving us with lower margins, and could prevent our applications and services from achieving or maintaining broad market acceptance.

Currently, we principally compete with the internal information technology departments of our customers who develop and maintain customer communications solutions in-house. Often we compete to sell our solutions against existing systems in which our potential customers have already made significant investments to develop and install and as a result may be less inclined to use our applications. We also face competition from other hosted, on-demand vendors of interactive customer communications and business continuity solutions. These vendors tend to be confined within certain niche verticals or offer broad product suites in which interactive customer communications is a small component.

The market in which we compete is evolving, and some of our competitors have significantly greater financial, technical, marketing, service and other resources than we have. Moreover, we believe it is likely that some of our existing competitors may consolidate or be acquired and as a result have more resources available to them. Competitors with greater financial resources might be able to offer lower prices, additional products or services, or other incentives that we cannot match or offer. These competitors could be in a stronger position to respond quickly to new technologies and could be able to undertake more extensive marketing campaigns. We believe that existing competitors and new market entrants will continue to develop solutions that will compete with our applications. If we are unable to compete effectively, it will be difficult for us to retain and add customers and our business, financial condition and operating results will be seriously harmed.

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service or address competitive challenges adequately.

We have experienced rapid growth in recent periods. We have increased our number of employees from 81 at December 31, 2004 to 272 at July 31, 2007 and have increased our revenues from $16.2 million in 2004 to $50.9 million in 2006. Our expansion has placed, and our anticipated growth may continue to place, a significant strain on our managerial, administrative, operational, financial and other resources. We intend to further expand our overall business, customer base, headcount and operations as we prepare to be a public company. We may expand our operations internationally. Creating an international organization and managing a geographically dispersed workforce will require substantial management effort and significant additional investment in our infrastructure. To manage our growth, we will need to continue to improve our operational, financial and management processes and controls and reporting systems and procedures. This effort may require us to make significant capital expenditures or to incur significant expenses, and may divert the attention of our personnel from our core business operations, any of which may adversely affect our financial performance. If we fail to successfully manage our growth, our business, operating results and financial condition will be adversely affected.

 

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If we fail to retain our chief executive officer, chief technology officer and other key executives and personnel, our business would be harmed and we might not be able to implement our business plan successfully.

Our future success depends upon the continued service of our executive officers and other key sales, marketing, service, engineering and technical staff. In particular, each of Nicholas Tiliacos, our chief executive officer and president, and Scott Sikora, our chief technology officer, is critical to the management of our business and operations. All of our executive officers are employed on an at-will basis and can cease their employment with us at any time with no advance notice. We do not maintain key person life insurance on any of our employees. We depend on our executive officers and other key personnel, and the loss of them would harm our operations and could prevent us from successfully implementing our business plan in a timely manner, if at all.

In the past year, we hired three new executive officers: John Flavio, our chief financial officer, Jeffrey Read, our executive vice president of sales, marketing and business development, and Jean Francois Thions, our executive vice president of professional services, technology and business operations. Due to the limited employment history of these individuals with us, we can not assure you that these new senior executives will successfully integrate with our company or other senior management, and, if they fail to do so, that it would not adversely impact our business, financial condition and results of operations.

Because competition for employees in our industry is intense, we might not be able to attract and retain the highly skilled employees we need to execute our business plan.

To continue to execute our business plan, we must attract and retain highly qualified senior sales executives and senior engineers, the competition for which is particularly intense. We have experienced from time to time in the past, and expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. For example, we are highly dependent on our direct sales force to obtain renewals at higher levels of service from our existing customers and to generate new customers. New hires require significant training and typically take more than a year before they achieve full productivity. Our recent and planned hires might not achieve full productivity as quickly as intended, or at all. If we fail to hire, successfully train or retain sufficient numbers of direct sales personnel, we will be unable to increase our revenues and the growth of our business will be impeded.

Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in technology-based industries, job candidates often consider the number and value of the stock options they are to receive in connection with their employment. The requirement to expense stock options could discourage us from granting the size or type of stock options awards that job candidates require to join our company. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business plan and future growth prospects could be severely harmed.

Interruptions or delays in services from our key vendors would impair the delivery of our on-demand services and could substantially harm our business and operating results.

In delivering our applications and services, in addition to our hardware and software we rely upon a combination of hosting providers, telecommunications carriers and data carriers. We serve our customers from third party data center facilities in Seattle, Washington, Denver, Colorado, Chicago, Illinois and Watertown, Massachusetts. Our agreements with these data center facilities automatically renew annually unless either party provides a termination notice within a set period prior to the expiration of the then-current term. If these agreements are not renewed on commercially reasonable terms, we may be forced to incur significant expenses to relocate a data center or agree to the terms demanded by the hosting provider, either of which could harm our business, financial position and operating results.

 

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We deliver notifications through a mix of telecommunications and data carriers. We rely on these carriers to handle millions of customer contacts each day. We have contracts with these carriers that can be terminated by either party at the end of the contract term upon written notice delivered by either party within a specified number of days before the end of the term. If any such contract is terminated, we might be unable to obtain pricing on similar terms from another carrier, which would affect our operating results.

Our hosting facilities and our carriers’ infrastructures are vulnerable to damage or interruption from floods, earthquakes, fires and similar natural events, as well as acts of terrorism, break-ins, sabotage, intentional acts of vandalism and similar misconduct. The occurrence of such a natural disaster or misconduct, a loss of power, a decision by either of our hosting providers to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in our services. Any interruption or delay in our services, even if for a limited time, could have an adverse effect on our business, financial condition and operating results.

If we are unable to protect our intellectual property rights, we would be unable to protect our proprietary technology and our brand.

If we fail to protect our intellectual property rights adequately, our competitors could gain access to our technology and our business could be harmed. We rely on patent, trade secret, copyright and trademark laws, and confidentiality and assignment of invention agreements with employees and third parties, all of which offer only limited protection. The steps we have taken to protect our intellectual property might not prevent misappropriation of our proprietary rights. We have only five issued patents, eight patent applications pending in the United States and five foreign patent applications. Our issued patents and any patents issued in the future, may not provide us with any competitive advantages or may be successfully challenged by third parties. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in other countries are uncertain and might afford little or no effective protection of our proprietary technology. Consequently, we could be unable to prevent our intellectual property rights from being exploited abroad, which could diminish international sales or require costly efforts to protect our technology. Policing the unauthorized use of intellectual property rights is expensive, difficult and, in some cases, impossible. Litigation could be necessary to enforce or defend our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Any such litigation could result in substantial costs and diversion of management resources, either of which could harm our business. Accordingly, despite our efforts, we might not be able to prevent third parties from infringing upon or misappropriating our intellectual property.

Our development efforts could be constrained by the intellectual property of others, and we could be subject to claims of intellectual property infringement, which could be costly and time-consuming.

The unified communications and software on-demand industries are characterized by the existence of a large number of patents, trademarks and copyrights, and by litigation based upon allegations of infringement or other violations of intellectual property rights. As we seek to expand our suite of applications and services, we could be constrained by the intellectual property rights of others. We might not prevail in any future intellectual property infringement litigation given the complex technical issues and inherent uncertainties in litigation. Any claims, regardless of their merit, could be time-consuming and distracting to management, result in costly litigation or settlement, cause product development delays, or require us to enter into royalty or licensing agreements. If our applications or services violate any third-party proprietary rights, we could be required to re-engineer our applications or services or seek to obtain licenses from third parties, which might not be available on reasonable terms or at all. Any efforts to re-engineer our applications and services, obtain licenses from third parties on favorable terms or license a substitute technology might not be successful and, in any case, might substantially increase our costs and harm our business, financial condition and operating results. Furthermore, our platform incorporates open source software components that are licensed to us under various public domain licenses. While we believe we have complied with our obligations under the various applicable licenses for open source software that we use, there is little or no legal precedent governing the interpretation of many of the terms

 

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of certain of these licenses and therefore the potential impact of such terms on our business is somewhat unknown.

Our platform relies on technology licensed from third parties, and our inability to maintain licenses of this technology on similar terms or errors in the licensed technology could result in increased costs or impair the implementation or functionality of our solutions, which would adversely affect our business and operating results.

Our multi-tenant customer communication platform relies on platform technology licensed from third-party providers. For example, we use Java, the JBoss application server, Nuance text-to-speech and automated speech recognition software, Oracle and Microsoft SQL Server database. The software runs on a combination of Linux, Microsoft Windows and Sun servers. We anticipate that we will need to continue to license technology from third parties in the future. There might not always be commercially reasonable software alternatives to the third- party software that we currently license. Any such software alternatives could be more difficult or costly to replace than the third-party software we currently license, and integration of that software into our platform could require significant work and substantial time and resources. Any undetected errors in the software we license could prevent the implementation of our applications and services, impair the functionality of our solutions, delay or prevent the release of new features, complementary services or upgrades and injure our reputation. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which might not be available on commercially reasonable terms or at all.

Any expansion of our business into foreign markets would expose us to additional business risks, and failure to manage those risks could adversely affect our business and operating results.

To date, we have focused our sales and marketing efforts principally on organizations located in the United States. Organizations in the United States accounted for substantially all of our revenues in each of years ended December 31, 2004, 2005 and 2006 and the six months ended June 30, 2007. One of our growth strategies is to commence operations in one or more foreign countries. Operating internationally requires significant resources and management attention and will subject us to regulatory, economic and political risks that are different from those in the United States and with which we are unfamiliar. Because of our limited experience with international operations, we cannot be certain that any international expansion efforts will be successful. In addition, we will face risks of doing business internationally that could adversely affect our business, including:

 

   

differing technical and certification requirements outside the United States;

 

   

difficulties and costs associated with staffing and managing foreign operations;

 

   

changes in regulatory requirements;

 

   

difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions;

 

   

the need to adapt our applications for specific countries and languages;

 

   

more limited protection for intellectual property rights in some countries;

 

   

adverse tax consequences;

 

   

fluctuations in currency exchange rates;

 

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restrictions on the transfer of funds; and

 

   

new and different sources of competition.

Our failure to manage any of these risks successfully could harm the future growth of our business and adversely affect our operating results. Any expansion of our international operations could require a substantial financial investment and significant management efforts.

If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial reports could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us.

Effective internal controls are necessary for us to produce reliable financial reports and are important in our effort to prevent financial fraud. As a public company, we will be required to periodically evaluate the effectiveness of the design and operation of our internal controls. These evaluations may result in the conclusion that enhancements, modifications or changes to our internal controls are necessary or desirable. Although we have begun recruiting additional finance and accounting personnel with public company experience, we will need to hire additional personnel to meet these requirements.

While management evaluates the effectiveness of our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls including collusion, management override, and failure of human judgment. Because of this, control procedures are designed to reduce rather than eliminate business risks. If we fail to maintain an effective system of internal controls or if management or our independent registered public accounting firm were to discover material weaknesses in our internal controls, we may be unable to produce timely reliable financial reports or prevent fraud and it could harm our financial condition and results of operations and result in loss of investor confidence and a decline in our stock price.

Our operating results may be harmed if we are required to collect sales or other taxes for our services, which we have not historically done.

We do not currently collect sales or other taxes related to the services we provide to our customers. However, one or more states may seek to impose sales or other tax collection obligations on us in the future, including for past sales by us. A successful assertion that we should be collecting sales or other taxes on our services could result in substantial tax liabilities for past sales, discourage customers from purchasing our applications and services or otherwise harm our business and operating results.

We could be subject to penalties and damages if we or our customers violate federal or state telemarketing restrictions, which could harm our financial position and operating results.

The use of our applications and services for marketing communications is affected by extensive federal and state telemarketing regulation in the United States. The Telemarketing and Consumer Fraud and Abuse Prevention Act and Telephone Consumer Protection Act, among other U.S. federal laws, empower both the Federal Trade Commission, or FTC, and the Federal Communications Commission, or FCC, to regulate interstate telephone sales calling activities. FCC and FTC regulations impose certain requirements on or prohibitions against certain activities. For example, the FTC’s Telemarketing Sales Rule requires us to transmit caller ID information, disclose information to call recipients and retain business records. In addition, FCC and FTC regulations restrict the use of automatic telephone dialing systems, predictive dialing techniques, and artificial or prerecorded voice messages for a wide variety of purposes, including telemarketing calls, unless the organization has an established business relationship, with the recipient. Moreover, under the U.S. Telephone Consumer

 

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Protection Act, it is unlawful to use an automatic telephone dialing system or an artificial or prerecorded message to contact any cellular or other wireless telephone number, unless the recipient previously has consented to receiving this type of message or is not charged for the message. Furthermore, many states have also enacted prohibitions or restrictions on telemarketing calls into their states, specifically covering the use of automatic dialing systems and predictive dialing techniques. Some of those state requirements are more stringent than the comparable federal requirements.

If customers use our applications and services in a manner that violates any of these federal or state regulations or fail to comply with applicable federal and state telemarketing or other regulations, even though our agreements with our customers require them to comply with the regulations in this area, federal or state authorities may seek to subject us to regulatory fines or other penalties, even if the violation did not result from a failure of our applications and services. Further, if there is a technical failure in our platform and, as a result, we fail to comply with any applicable federal and state regulations, we may be subject to substantial regulatory fines or other penalties as well as contractual claims by customers for damages, and our reputation may be harmed.

For example, we cannot ensure that, in using our applications and services, a customer removes from its contact list the names of all persons with whom the customer does not have an established business relationship or that the customer properly interprets and applies the established business relationship exemption under applicable FCC and FTC regulations. If customers use our applications and services to make unauthorized communications or in a manner that otherwise violates applicable restrictions, U.S. federal or state authorities may seek to subject us to substantial regulatory fines or other penalties, even if the violation did not result from a failure of our services, and affected customers may bring civil claims.

Although our applications and services are designed to enable a customer to screen a contact list to remove wireless telephone numbers, a customer may determine that voice or text messages to certain wireless telephone numbers are permitted because the recipients previously have consented to receiving artificial or prerecorded messages. We cannot ensure that, in using our applications and services for a communication initiative, a customer removes from its contact list the names of all persons who are associated with wireless telephone numbers and who have not consented to receiving artificial or prerecorded messages or, in particular, that the customer properly interprets and applies the exemption for recipients who have consented to receiving such messages. If customers use our applications and services in a manner that violates any of these regulations, federal or state authorities may seek to subject us to regulatory fines or other penalties, even if the violation did not result from a failure of our applications and services. If customers use our applications and services to screen for wireless telephone numbers and our screening mechanisms fail, we may be subject to regulatory fines or other penalties as well as contractual claims by clients for damages, and our reputation may be harmed.

Regulatory restrictions on artificial and prerecorded messages present particular problems for businesses in the debt collection industry. Third party collection agencies and debt buyers do not have direct relationships with the consumer debtors and therefore typically do not have the ability to obtain from a debtor the consent required to permit the use of artificial or prerecorded messages in contacting a debtor at a wireless telephone number. These businesses’ lack of a direct relationship with debtors also makes it more difficult for them to evaluate whether a debtor has provided such consent. The difficulties encountered by these third party collection businesses are becoming increasingly problematic as the percentage of U.S. consumers using cellular telephones continues to increase. Although we have only a few collection agencies as customers, if these businesses are unable to use artificial or prerecorded messages to contact a substantial portion of their debtors, our applications and services will be less useful to them and, as a result, our business, financial position and operating results could be harmed.

To the extent that our applications and services are used to send email or text messages, our customers will be, and we may be, affected by regulatory requirements in the United States and other countries. For example, the U.S. federal government and a number of states restrict email sent for the purpose of advertising the sale of goods and services if the recipient has not consented to receiving ads, does not have an existing business relationship with the sender or does not have the ability to opt not to receive email advertisements. Moreover,

 

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certain text messages may be subject to the prohibitions contained in the Telephone Consumer Protection Act and the CAN-SPAM Act, such that consent may be required prior to the transmission of such messages. If our customers use our applications and services to send unauthorized email, text messages or facsimiles or in a manner that otherwise violates application restrictions, U.S. federal or state authorities may seek to subject us to regulatory fines or other penalties, even if the violation did not result from a failure of our applications and services. Organizations may determine not to use these channels because of prior consent, or opt-in, requirements or other regulatory restrictions, which could harm our future business growth.

Our failure to comply with numerous and overlapping information security and privacy requirements could subject us to fines and other penalties as well as claims by our customers for damages, any of which could harm our reputation and business.

Our collection and use of personal information are affected by numerous privacy, security and data protection regulations. The FTC’s Gramm-Leach-Bliley Privacy Rule restricts disclosures of non-public, personal, consumer information received by our financial institution customers and limit uses of such information to prescribed purposes that are disclosed to consumers. The related Gramm-Leach-Bliley Safeguards Rule imposes administrative, technical and physical data security measures requirements. Pursuant to our contracts with our financial institution customers, we are required to comply with these rules. Compliance with these contractual requirements can be costly, and our failure to satisfy these requirements could lead to regulatory penalties or contractual claims by customers or third parties for damages.

We also receive consumer information that is protected by the Fair Credit Reporting Act, which defines permissible uses of consumer information furnished to or obtained from consumer credit reporting agencies. We rely on our customers’ assurances that any such information is requested and used for permissible purposes, but we cannot be certain that our customers comply with these restrictions. We could incur costs or could be subject to fines or other penalties if the FTC determines that we have mishandled protected information including failure to properly dispose of such information.

Many jurisdictions, including the majority of states, have data security laws including laws requiring notification of the affected consumers and regulatory authorities when data security has been breached. Some of these laws are inconsistent with one another, and it may be difficult or impossible to comply with all of them. When our customers operate in industries that have specialized data privacy and security requirements, they may be subject to additional data protection restrictions. For example, the federal Health Insurance Portability and Accountability Act, or HIPAA, regulates the maintenance, use and disclosure of protected health information by certain health care-related entities. States may adopt privacy and security regulations that are more stringent than federal rules. If we experience a breach of data security, we could be subject to costly legal proceedings that could lead to civil damages, fines or other penalties as well as claims by customers or third parties for damages. We or our customers could be required to report such breaches to affected consumers or regulatory authorities, leading to disclosures that could damage our reputation or harm our business, financial position and operating results as well as lead to contract claims or other claims by customers or third parties for damages.

We may record certain of our calls for quality assurance, or other purposes. Many states require both parties to consent to such recording and may adopt inconsistent standards defining what type of consent is required. Violations of these rules could subject us to fines or other penalties, criminal liability, or claims by our customers for damages, any of which could hurt our reputation or harm our business, financial position and operating results.

Some foreign information security and privacy laws, including some in Canada and the European Union, may also apply to our services. These foreign laws may make it difficult to serve foreign customers because of the restrictions they place on the communication of personal data between countries. We intend to expand our operations outside the United States, and any country in which we commence or expand our operations may have

 

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laws or regulations comparable to or more stringent than those affecting our domestic business. In addition, it may be impossible for us to comply with the different data protection regulations that affect us in different jurisdictions. For example, the USA PATRIOT Act provides U.S. law enforcement authorities certain rights to obtain personal information in the control of U.S. persons and entities without notifying the affected individuals. Some foreign jurisdictions, including Canada and the European Union, prohibit such disclosures. Such conflicts could subject us and our customers to costs, liabilities or negative publicity that could impair our ability to expand our operations into some countries and therefore limit our future growth.

We derive a significant portion of our revenues from the sale of our solutions for use in the debt collections process, and our business and operating results could be substantially harmed if new U.S. federal and state laws or regulatory interpretations in one or more jurisdictions either make our solutions unavailable or less attractive for use in the collections process or expose us to regulation as a debt collector.

Our customers’ use of our applications and services for debt collections processes is affected by an array of complex federal and state laws and regulations. For example, the U.S. Fair Debt Collection Practices Act, or FDCPA, limits debt collection communications by customers in the collection agencies industry, including third parties retained by creditors. In addition, many states impose additional requirements on debt collection communications, including limits on the frequency of debt collection calls, and some of those requirements may be more stringent than the comparable federal requirements. Moreover, regulations governing debt collection calls are subject to changing interpretations that may be inconsistent among different jurisdictions. If customers use our applications and services in violation of limits on the content, timing and frequency of their debt collection communications, we could be subject to claims by debtors that result in costly legal proceedings and that lead to civil damages, fines or other penalties.

We provide collection services to creditors and debt collectors, but we do not believe that we are a debt collector for purposes of these U.S. federal or state regulations. An allegation by one or more jurisdictions that we are a debt collector for purposes of their regulations could cause existing or potential customers not to use our solutions, harm our reputation, subject us to administrative proceedings, or result in our incurring significant legal fees and other costs. If it were to be determined that we are a debt collector for purposes of the regulations of one or more jurisdictions, we could be exposed to government enforcement actions and regulatory penalties and would be subject to additional rules, including licensing and bonding requirements. The costs of complying with these rules could be substantial, and we might be unable to continue to offer our solutions for debt collection communications in those jurisdictions, which would have a material adverse effect on our business, financial condition and operating results.

Risks Related to this Offering and Ownership of Our Common Stock

An active, liquid or orderly trading market for our common stock may not develop and you may not be able to resell your shares at or above the initial public offering price.

There has not been a public trading market for shares of our common stock prior to this offering. An active trading market may not develop or be sustained after this offering. If an active trading market in shares of our common stock does not develop, you may have difficultly selling any of the shares that you buy. The initial public offering price for the shares of common stock sold in this offering will be determined by negotiations between us and representatives of the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering. If you purchase shares of our stock in this offering, you may not be able to resell those shares at or above the initial public offering price.

 

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Our stock price may be volatile and the value of your investment may decline significantly.

The market price of our common stock could be subject to wide fluctuations in response to, among other things, the risk factors described in this section of this prospectus, and other factors beyond our control, such as:

 

   

fluctuations in the market valuation of companies perceived by investors to be comparable to us;

 

   

changes in financial estimates by us or any research analysts who might cover our stock, or the failure to meet the estimates made by securities analysts;

 

   

publication of unfavorable research reports about us or our industry or withdrawal of research reports by research analysts;

 

   

regulatory developments in the United States, foreign countries or both;

 

   

actual or anticipated developments in our competitors’ businesses or the competitive landscape generally; and

 

   

the departure of key personnel.

Furthermore, the stock market in general and the market for the equity securities of technology companies in particular have experienced price and volume fluctuations that are unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, may negatively affect the market price of our common stock.

In addition, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

We will incur increased expenses and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act and rules implemented by the SEC, the Public Company Accounting Oversight Board and the NASDAQ Global Market have required changes in the corporate governance, compliance and financial reporting practices of public companies. As a result of these requirements, our legal and accounting compliance expenses, including expenses required in order to comply with the requirements under Section 404 of the Sarbanes-Oxley Act, and the demands on our management’s time will increase substantially. We are unable to currently estimate these costs with any degree of certainty. In addition, these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage than used to be available. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers.

Our principal shareholders, executive officers and directors own a significant percentage of our stock and will continue to have significant control of our management and affairs after the offering, and they can take actions that may be against your best interests.

Following the completion of this offering, our executive officers and directors, and entities that are affiliated with them, will beneficially own an aggregate of approximately         % of our outstanding common stock, or

 

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    % if the underwriters exercise in full their option to purchase additional shares. This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling shareholders. For example, these shareholders, acting together, will have a significant influence over our management and affairs and may exert a controlling influence over matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing attempts by our shareholders to replace or remove members of our board of directors or transactions that may result in a change of control, even if such actions would benefit our other shareholders.

Our stock price could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities.

Based on the number of shares of common stock outstanding as of             , and, assuming no exercise of outstanding options or warrants, upon completion of this offering, we will have              outstanding shares of common stock, or              shares if the underwriters exercise in full their option to purchase additional shares. The              shares sold pursuant to this offering will be immediately tradable without restriction. Of the remaining shares:

 

   

no shares will be eligible for sale immediately upon completion of this offering;

 

   

approximately              shares will be eligible for sale upon the expiration of lock-up agreements; and

 

   

the remaining shares will be eligible for sale from time to time subject to holding period, volume and other restrictions of Rule 144 and Rule 701 under the Securities Act of 1933, as amended, or Securities Act.

Lehman Brothers Inc. and J.P. Morgan Securities Inc. may, in their sole discretion and at any time without prior notice, release all or any portion of the securities subject to lock-up agreement.

Certain parties to our investors’ rights agreement, who as of June 30, 2007, held 99,314,739 shares of common stock, will be entitled to demand that we register the offer and sale of such shares. Subject to the restrictions contained in the lock-up agreements, such holders may exercise those rights beginning 180 days after the date of this prospectus. In addition, upon the exercise of outstanding options, certain of our founders will be entitled to registration rights with respect to the shares of common stock underlying those options. See “Description of Capital Stock — Registration Rights.” Furthermore, shortly following this offering, we intend to register the offer and sale of approximately              shares of common stock that have been issued or reserved for future issuance under our stock incentive plans.

Our management has broad discretion in the use of the net proceeds from this offering and may not use the net proceeds effectively.

Our management will have broad discretion in the application of the net proceeds of this offering. Other than the anticipated repayment of debt, we cannot specify with certainty how we will apply the remaining net proceeds we will receive from this offering and we may spend or invest these proceeds in a way with which our shareholders disagree. We plan to invest the net proceeds of this offering in short-term, investment-grade,

 

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interest-bearing securities. These investments may not yield a favorable return for our shareholders. The failure by our management to apply these funds effectively could adversely affect our business and prospects.

Our charter documents and Washington law could prevent a takeover that shareholders consider favorable and could also reduce the market price of our stock.

Our articles of incorporation and bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for shareholders to elect directors and take other corporate actions. These provisions include:

 

   

providing for a classified board of directors with staggered, three-year terms;

 

   

not enabling cumulative voting in the election of directors;

 

   

authorizing the board to issue, without shareholder approval, preferred stock with rights senior to those of common stock;

 

   

prohibiting shareholder action by written consent;

 

   

limiting the persons who may call special meetings of shareholders; and

 

   

requiring advance notification of shareholder nominations and proposals.

In addition, the provisions of Section 23B.19.040 of the Washington Business Corporation Act govern us. These provisions may prohibit large shareholders, in particular those owning 10% or more of our outstanding voting stock, from merging or combining with us for five years unless our board of directors approves such a transaction.

These and other provisions in our articles of incorporation, our bylaws and under Washington law could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would be without these provisions. See “Description of Capital Stock — Preferred Stock” and “Description of Capital Stock — Anti-Takeover Provisions.”

 

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors, including the risks outlined in “Risk Factors.” These factors may cause our actual results to differ materially from any forward-looking statement.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking 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 or to changes in our expectations.

 

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares, based on an assumed initial public offering price of $             per share, which is the midpoint of the price range listed on the cover page of this prospectus and after deducting the underwriting discount and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to create a public market for our common stock, to obtain additional equity capital and to facilitate future access to the public markets. We intend to use approximately $9.3 million of the net proceeds from this offering to repay outstanding indebtedness and the remainder for general corporate purposes, which may include working capital, expansion or changes in our data centers, investments in product development and potential acquisitions of businesses, products or technologies. We are not currently a party to any agreements or commitments for any acquisitions, and we have no current understandings with respect to any acquisitions. Management’s plans for the proceeds of this offering are subject to change due to unforeseen events and opportunities, and the amounts and timing of our actual expenditures depend on several factors, including our expansion plans and the amount of cash generated or used by our operations. We cannot specify with certainty the particular uses for the net proceeds to be received upon completion of this offering. Accordingly, our management team will have broad discretion in using the net proceeds of this offering. Pending the use of the net proceeds, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing instruments.

The indebtedness we anticipate repaying with the net proceeds of this offering consists of (1) a term loan with an interest rate of 10.71%, an outstanding balance of $3.7 million on July 31, 2007 and a maturity date of May 1, 2010; (2) a term loan with an interest rate of 10.89%, an outstanding balance of $1.7 million on July 31, 2007 and a maturity date of November 1, 2009; (3) a term loan with an interest rate of 10.0%, an outstanding balance of $438,000 on July 31, 2007 and a maturity date of August 1, 2008; (4) a term loan with an interest rate of 10.75%, an outstanding balance of $455,000 on July 31, 2007 and a maturity date of December 1, 2008; and (5) a $16.0 million accounts receivable revolving line of credit, with an interest rate equal to the prime rate plus 1.5%, an outstanding balance of $3.0 million on July 31, 2007 and a maturity date of July 20, 2009. The prime rate at July 31, 2007 was 8.25%.

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) net proceeds to us by $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of one million shares in the number of shares offered by us would increase (decrease) net proceeds to us by approximately $             million, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. We do not expect that a change in the offering price or the number of shares would have a material effect on our uses of the proceeds of this offering, although it may accelerate the timing of attempts to obtain additional capital.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds to support our operations and to finance the growth and development of our business. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects and other factors as our board of directors may deem relevant. Furthermore, certain of our loan agreements prohibit the payment of dividends without the applicable lender’s consent. We intend to repay all such indebtedness with the net proceeds of this offering.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2007:

 

   

on an actual basis;

 

   

on a pro forma basis to reflect (1) the conversion of all outstanding convertible preferred stock into common stock upon the completion of this offering, including the resulting reclassification of $1.2 million of warrant liability to additional paid-in capital upon the conversion of the warrants to purchase our convertible preferred stock into warrants to purchase shares of our common stock and (2) the increase in the authorized number of shares of common stock under our articles of incorporation from              to              upon completion of this offering; and

 

   

on a pro forma as adjusted basis to reflect the pro forma adjustments described above and to give effect to the issuance of the shares of our common stock offered by us at an assumed initial public offering price of $             per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting the underwriting discount and commissions and estimated offering expenses payable by us and the application of the net proceeds from this offering.

You should read this table together with “Use of Proceeds,” “Prospectus Summary — Summary Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results Operations” and our consolidated financial statements and the related notes, each included elsewhere in this prospectus.

 

    

As of

June 30, 2007

     Actual    Pro Forma    Pro Forma
As Adjusted
    

(In thousands,

except share and per share data)

Cash and cash equivalents

   $ 3,190    $ 3,190   
                

Convertible preferred stock warrant liability

   $ 1,182        
        

Total indebtedness, including current portion

   $ 8,507    $ 8,507   
        

Convertible preferred stock, $0.001 par value per share:

        

Series A convertible preferred stock: 10,500,000 shares authorized, 9,865,003 shares issued and outstanding (liquidation value $5,700), actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     5,655        

Series B convertible preferred stock: 16,500,000 shares authorized, 16,314,323 shares issued and outstanding (liquidation value $12,000), actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     11,935        

Series C convertible preferred stock: 60,000,000 shares authorized, 55,988,951 shares issued and outstanding (liquidation value $15,000), actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     15,048        

Series C-1 convertible preferred stock: 12,000,000 shares authorized, 11,146,462 shares issued and outstanding (liquidation value $9,276), actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     9,276        
                  

Total preferred stock

     41,914        
                  

 

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As of

June 30, 2007

     Actual     Pro Forma     Pro Forma
As Adjusted
    

(In thousands,

except share and per share data)

Shareholders’ equity (deficit):

      

Common stock, $0.001 par value per share: 141,000,000 shares authorized, 12,506,072 shares issued and outstanding, actual; shares authorized, 105,820,811 shares issued and outstanding, pro forma; shares authorized,              shares issued and              shares outstanding, pro forma as adjusted

     13       106    

Additional paid-in capital

     763       43,766    

Accumulated deficit

     (32,061 )     (32,061 )  
                      

Total shareholders’ equity (deficit)

   $ (31,285 )   $ 11,811     $  
                      

Total capitalization

   $ 20,318     $ 20,318     $  
                      

The number of shares of our common stock outstanding after this offering is based on 106,743,534 shares outstanding as of June 30, 2007. This number does not include:

 

   

73,529 shares of common stock issuable upon the exercise of an outstanding warrant at an exercise price of $0.68 per share;

 

   

23,878,459 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2007, at a weighted average exercise price of $0.26 per share; and

 

   

2,487,405 shares of common stock available for issuance under our 2000 stock option plan.

 

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DILUTION

If you invest in our common stock, your interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

As of June 30, 2007, we had a pro forma net tangible book value of $         million, or $         per share of common stock outstanding. Pro forma net tangible book value per share is equal to our total tangible assets (total assets less total intangible assets) less total liabilities, divided by the pro forma number of shares of common stock outstanding, which gives effect to (1) the conversion of all outstanding shares of our convertible preferred stock into common stock effective immediately prior to the completion of this offering and (2) the reclassification of the convertible preferred stock warrant liability reflected on our consolidated balance sheet to common stock upon conversion of warrants to purchase shares of our convertible preferred stock into warrants to purchase shares of our common stock upon the completion of this offering.

Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by investors in this offering and pro forma net tangible book value per share of our common stock immediately after the completion of this offering. After giving effect to the issuance and sale by us of              shares of our common stock in this offering at the assumed initial public offering price of $             per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting the underwriting discount and commissions and our estimated offering expenses, our pro forma as adjusted net tangible book value as of June 30, 2007 would have been approximately $             million, or approximately $             per share. This represents an immediate increase in pro forma net tangible book value of $             per share to our existing shareholders and an immediate dilution in pro forma net tangible book value of $             per share to our new investors purchasing shares of common stock in this offering. The following table illustrates this per share dilution:

 

Assumed initial public offering price per share

      $             

Pro forma net tangible book value per share as of June 30, 2007, before giving effect to this offering

   $            

Increase in pro forma net tangible book value per share attributable to this offering

     
         

Pro forma as adjusted net tangible book value per share after giving effect to this offering

     
         

Dilution in pro forma net tangible book value per share to new investors

      $  
         

The following table shows, as of June 30, 2007, the total consideration paid, and the average price per share paid to us by existing shareholders, and the number of shares of common stock purchased from us, the total consideration paid, and the average price per share paid by existing shareholders and by new investors purchasing shares in this offering, based on an assumed initial public offering price of $             per share, which is the midpoint of the range set forth on the cover page of this prospectus, and before deducting the underwriting discount and commissions and estimated offering expenses payable by us.

 

     Shares Purchased     Total Consideration    

Average Price

Per Share

     Number    Percent     Amount    Percent    

Existing shareholders

           %   $                          %   $ 0.40

New investors

            
                          

Total

      100.0 %      100.0 %  
                          

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) our pro forma as adjusted net tangible book value by approximately $            , or approximately $             per share, and the dilution in pro forma net tangible book value per share to new

 

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investors by approximately $             per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of one million shares in the number of shares offered by us would increase our pro forma as adjusted net tangible book value by approximately $             million, or $             per share, and the pro forma dilution per share to investors in this offering would be $             per share, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. Similarly, a decrease of one million shares in the number of shares offered by us would decrease our pro forma as adjusted net tangible book value by approximately $             million, or $             per share, and the pro forma dilution per share to investors in this offering would be $             per share, assuming that the assumed initial public offering price remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

The number of shares of our common stock outstanding after this offering is based on 106,743,534 shares outstanding as of June 30, 2007. This number does not include:

 

   

73,529 shares of common stock issuable upon the exercise of an outstanding warrant at an exercise price of $0.68 per share; and

 

   

23,878,459 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2007, at a weighted average exercise price of $0.26 per share; and

 

   

2,487,405 shares of common stock available for issuance under our 2000 stock option plan.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

The following tables summarize certain financial data regarding our business and should be read together with our consolidated financial statements and related notes, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The consolidated statements of operations data for the years ended December 31, 2004, 2005 and 2006 and the consolidated balance sheet data as of December 31, 2005 and 2006 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The consolidated statement of operations data for the years ended December 31, 2002 and 2003 and the consolidated balance sheet data as of December 31, 2002, 2003 and 2004 are derived from audited consolidated financial statements not included in this prospectus. The consolidated statements of operations data for the six months ended June 30, 2006 and 2007 and the consolidated balance sheet data as of June 30, 2007 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements contained in this prospectus and include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the financial information in those statements. Our historical results are not necessarily indicative of the results to be expected in any future period, and interim results are not necessarily indicative of the results to be expected for the full year.

 

    Year Ended December 31,     Six Months Ended
June 30,
 
    2002     2003     2004     2005     2006     2006     2007  
    (Dollars in thousands, except per share data)  

Consolidated statements of operations data (1):

             

Revenues

  $ 3,416     $ 8,741     $ 16,192     $ 29,738     $ 50,914     $ 23,166     $ 31,629  

Operating expenses (2):

             

Cost of operations and support (exclusive of amortization of intangible assets)

    1,428       1,886       4,285       7,792       14,711       6,556       10,384  

Cost of services

    903       899       1,484       3,526       8,150       4,052       4,395  

Engineering and product development

    2,175       2,208       2,066       4,276       7,408       3,388       5,589  

Sales and marketing

    4,066       4,369       6,367       10,569       16,228       8,098       9,203  

General and administrative

    1,971       2,447       2,474       3,678       7,202       3,407       4,100  

Amortization of intangible assets

                      85       1,254       627       626  
                                                       

Total operating expenses

    10,543       11,809       16,676       29,926       54,953       26,128       34,297  
                                                       

Loss from operations

    (7,127 )     (3,068 )     (484 )     (188 )     (4,039 )     (2,962 )     (2,668 )

Other income (expense):

             

Interest income

    114       100       81       163       136       64       99  

Interest expense

    (201 )     (114 )     (138 )     (198 )     (576 )     (184 )     (418 )

Change in fair value of convertible preferred stock warrant liability (3)

                      (35 )     (521 )     (260 )     (230 )

Other, net

                      (29 )     5       3        
                                                       

Total other expense, net

    (87 )     (14 )     (57 )     (99 )     (956 )     (377 )     (549 )
                                                       

Net loss before cumulative effect of change in accounting principle

    (7,214 )     (3,082 )     (541 )     (287 )     (4,995 )     (3,339 )     (3,217 )

Cumulative effect of change in accounting principle

                      (203 )                  
                                                       

Net loss

  $ (7,214 )   $ (3,082 )   $ (541 )   $ (490 )   $ (4,995 )   $ (3,339 )   $ (3,217 )
                                                       

Net loss per common share, basic and diluted

  $ (0.78 )   $ (0.33 )   $ (0.06 )   $ (0.05 )   $ (0.51 )   $ (0.35 )   $ (0.30 )

Shares used in computing basic and diluted net loss per common share

    9,250,302       9,286,447       9,302,972       9,304,327       9,872,180       9,596,143       10,661,743  

Pro forma net loss per common share, basic and diluted (unaudited) (4)

          $ (0.04 )     $ (0.03 )

Shares used in computing pro forma basic and diluted net loss per common share (unaudited)

            103,186,919         103,976,482  

 

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     As of December 31,    

As of
June 30,

    2007    

 
         2002             2003             2004             2005             2006        
     (In thousands)  

Consolidated balance sheet data (5):

            

Cash and cash equivalents

   $ 12,597     $ 8,136     $ 2,554     $ 3,283     $ 4,070     $ 3,190  

Working capital

     11,988       7,273       6,648       1,468       939       (2,417 )

Total assets

     15,451       13,815       14,716       35,757       40,620       37,766  

Convertible preferred stock warrant liability

                       431       952       1,182  

Total indebtedness, including current portion

     719       188       1,577       3,750       9,129       8,507  

Convertible preferred stock

     32,638       32,638       32,638       41,914       41,914       41,914  

Common stock and additional paid-in capital

     218       220       220       31       260       776  

Total shareholders’ deficit

     (19,541 )     (22,598 )     (23,139 )     (23,818 )     (28,584 )     (31,285 )

(1) On December 7, 2005, we acquired EnvoyWorldWide, Inc., a provider of notification services for business continuity and emergency communications. Our revenues include approximately $10.0 million for the year ended December 31, 2006 and approximately $521,000 for the year ended December 31, 2005 related to Envoy.
(2) Includes stock-based compensation expense as follows:

 

     Year Ended December 31,   

Six Months Ended

June 30,

         2002            2003            2004            2005            2006            2006            2007    
     (In thousands)

Cost of operations and support

   $    $    $    $    $ 12    $ 5    $ 15

Cost of services

                         62      12      54

Engineering and product development

                         39      15      48

Sales and marketing

                         35      10      40

General and administrative

                         16      4      201
                                                

Total stock-based compensation

   $    $    $    $    $ 164    $ 46    $ 358
                                                

 

(3) The warrant expenses related to the years ended December 31, 2005 and 2006 and for the six months ended June 30, 2006 and 2007 are non-cash charges reflecting increases in the fair value of our outstanding warrants to purchase convertible preferred stock during these periods. These warrant charges were recorded in accordance with Financial Accounting Standards Board Staff Position No. 150-5, which we adopted as of July 1, 2005. We may incur warrant charges reflecting changes in the fair value of these warrants in future periods prior to the completion of this offering. Upon completion of this offering, however, these warrants will become exercisable for common stock and no further charges will be made to adjust for changes in the fair value of the warrants. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Convertible Preferred Stock Warrants” and notes 2 and 11 to our consolidated financial statements.
(4) See note 2 to our consolidated financial statements for a description of the method used to compute pro forma basic and diluted net loss per common share. Pro forma basic and diluted net loss per common share has been computed to give effect to the assumed conversion of convertible preferred stock as though the conversion had occurred on the original date of issuance.
(5) Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) each of cash and cash equivalents, working capital, total assets, common stock and additional paid-in-capital and total shareholders’ deficit by $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discount and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of one million shares in the number of shares offered by us would increase (decrease) each of cash and cash equivalents, working capital, total assets, common stock and additional paid-in capital and total shareholders’ deficit by approximately $             million, assuming that the initial public offering price remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors.”

Overview

We provide on-demand, interactive customer communications solutions, delivered through a fully-managed software-as-a-service, or SaaS, model. Our suite of solutions enables enterprises to enhance revenues and reduce costs by facilitating the development of their customer relationships through automated, personalized communications across multiple channels, including voice, email, SMS, pager, web and fax. Our customer communications solutions span the customer lifecycle with applications for customer initiation, customer service, customer retention and collections. We also provide specialized business continuity applications that enable organizations to quickly and reliably communicate with employees and customers in the event of planned and unplanned incidents.

We sell our customer communications solutions primarily through our direct sales force and our business continuity offerings primarily through our channel partners. Our solutions are currently used by more than 320 organizations, including customers in the financial services, telecommunications, utilities, healthcare, transportation and other industries, as well as government. Our customers are located principally in the United States and include more than 100 of the Fortune 1000. Our existing customers typically add applications, broaden the deployment of our solutions throughout their organizations and increase their usage of our services over time. We have a high annual customer retention rate and a significant percentage of our revenues in any given year are derived from existing customers. Our on-demand, hosted platform currently handles on average over 3.5 million notifications each business day, including flight cancellation notices, credit card fraud detection alerts, service call scheduling, medication adherence notifications and payment reminders.

We were incorporated in January 2000, and in late 2000 we released our first applications and acquired our first customers. In December 2005, we acquired all the outstanding shares of EnvoyWorldWide, Inc., or Envoy, a provider of high availability business continuity and emergency communications. Our revenues grew from $16.2 million in 2004 to $29.7 million in 2005 and to $50.9 million in 2006. In the six months ended June 30, 2007, revenues also grew to $31.6 million compared to $23.2 million in the six months ended June 30, 2006. We have incurred losses to date and had an accumulated deficit of approximately $32.1 million at June 30, 2007.

Key Components of Our Results of Operations

Revenues

We generate revenues from our customers’ usage of our on-demand customer communications and business continuity offerings. We also generate revenues from professional services and customer management services. Over 90% of our revenues are derived from customer notifications and less than 10% are derived from professional services and customer management services, which we expect to continue to constitute less than 10% of our revenues for the foreseeable future.

 

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We generally provide our customer communications solutions pursuant to non-cancelable contracts with terms ranging from one year to three years that require our customers to commit to a minimum number of notifications per month. Our contracts typically provide that we bill our customers for the greater of their actual usage and their monthly minimum committed usage. For most customers, we bill for the monthly minimum committed usage in advance, and bill actual usage above the minimum commitment monthly in arrears. We recognize revenue based upon actual usage within a calendar month. To allow for seasonality and normal business fluctuations in the operations of our customers, we permit our customers to carry over a portion, not to exceed 25% of their annual commitment in the aggregate, of their minimum monthly notifications to future periods. We record billings for carryover amounts as deferred revenue and at the end of the contract term we recognize deferred revenue, if any, related to unused carryover notifications. Historically, a small number of our customers have had such carryovers.

Our business model and pricing structure are attractive to our customers because they limit the risks of adopting our services. Our pricing structure also allows our customers to exceed their minimum commitments at the same contracted per unit rate. Our usage-based pricing model allows us to earn additional revenues as we incur additional variable expenses, such as telephony costs, associated with increased usage by our customers.

Our business continuity offerings are typically provided under annual or multi-year agreements pre-paid on an annual basis with revenues recognized pro-rata over the contract period. When an incident occurs and notifications are sent in excess of contracted minimum levels, we charge additional fees and recognize revenues as the additional notifications are delivered.

We generate revenues from professional services, which include configuration and integration of our customer communications applications and business continuity solutions with customer data and systems. We bill upon completion of these projects and recognize revenue ratably over the life of the customer application, which we currently estimate to be two years. Related direct costs not exceeding the amount of associated deferred revenue are also deferred and expensed over the term of the related application and are presented as deferred professional services. We provide training for our customers and recognize revenue as these services are provided. We also provide customer management, support and services to improve and optimize our customers’ applications for a fixed monthly fee and bill our customers, and recognize revenue from these services, on a monthly basis.

We expect to continue to generate a significant portion of our revenue from existing customers who add applications, broaden deployment of our solutions across their organizations and increase their usage over time. We will also continue our efforts to attract new customers to purchase our solutions.

Operating Expenses

We allocate to all operating expense categories certain overhead expenses such as facilities and other occupancy charges as well as the costs of our information technology department. Historically, our cost of facilities has increased as we have added space and made leasehold improvements, and we expect this trend to continue as we grow.

Cost of Operations and Support.    Cost of operations and support consists primarily of data center costs, which include telephony, software licensing fees, co-location, depreciation and expenses related to hosting and providing support for our servers and other equipment, as well as compensation and benefits for our operations, customer support and customer management personnel. As we continue to add features and complementary services to our platform, we expect our cost of operations and support to continue to increase on an absolute dollar basis and to decline slightly as a percentage of revenues, in each case to the extent that revenues continue to increase. Our cost of operations and support for a quarter may vary for a number of reasons, including the mix

 

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of types of customer notification initiatives executed during the quarter and the extent and timing of our efforts to add capacity by purchasing additional servers, software and other equipment.

Cost of Services.    Cost of services consists of compensation and benefits for our professional services teams and is comprised of expenses related to configuration and integration of our solutions with customer data and systems as well as training of our customers. Costs relating to configuration and integration services are capitalized and amortized over the estimated two-year life of the customer application, but only to the extent they do not exceed related revenues. Costs relating to training and those costs relating to configuration and integration in excess of the related revenues are recorded in the period in which we perform the services.

As we continue to add features and complementary services to our platform, we expect cost of services to continue to increase on an absolute dollar basis but to decline slightly as a percentage of revenues, in each case to the extent that our revenues continue to increase. Our cost of services for a quarter may vary for a number of reasons, including the nature and type of services completed during the period.

Engineering and Product Development.    Engineering and product development expenses include compensation and benefits for our engineering and product development personnel, professional engineering services and other expenses. Engineering and product development costs are expensed as incurred. We have historically focused our engineering and product development efforts on improving and enhancing our platform by developing new features and functionality. We made significant investments in engineering and product development in 2005, 2006 and 2007 to support the anticipated growth in our business. We expect that engineering and product development expenses will increase on an absolute dollar basis in the near term and will remain relatively constant or decrease slightly as a percentage of revenues to the extent that revenues continue to increase.

Sales and Marketing.    Sales and marketing expenses include compensation and benefits for our sales and marketing personnel, including commissions and incentives, travel and entertainment expenses, and marketing programs such as product marketing, events and other brand building expenses. We plan to further develop and execute our marketing strategy to extend brand awareness and generate additional leads for our sales staff. As a result, we expect that our sales and marketing expenses will continue to increase on an absolute dollar basis and remain relatively constant as a percentage of revenues to the extent that revenues continue to increase.

General and Administrative.    General and administrative expenses include compensation and benefits for executive, finance, human resources and legal personnel, as well as accounting and legal professional fees and other corporate expenses. General and administrative expenses also include Washington state business and occupation taxes, which are calculated as a percentage of revenues. We expect that during 2007 and for some period of time thereafter, general and administrative expenses will increase on an absolute dollar basis and as a percentage of revenues as we incur additional costs associated with being a public company. In particular, we will incur costs to implement, improve and maintain both new and existing financial systems and to hire additional personnel to enable us to meet our financial reporting and regulatory compliance requirements, including those under the Sarbanes-Oxley Act of 2002.

Amortization of Intangible Assets.    Amortization of intangible assets includes the amortization of intangible assets acquired from the purchase of Envoy in December 2005. Approximately $6.3 million of the purchase price was allocated to developed technology and customer relationships and is being amortized over their estimated useful lives of five years.

Other Income (Expense), Net and Cumulative Effect of Change in Accounting Principle

Other income (expense), net includes interest income on our cash balances and interest expense on our outstanding debt. In June 2005, the Financial Accounting Standards Board, or FASB, issued Staff Position, or FSP,

 

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No. 150-5, Issuer’s Accounting Under FASB Statement No. 150 for Freestanding Warrants and Other Similar Investments in Shares That Are Redeemable, or FSP 150-5. Upon adoption of FSP No. 150-5 on July 1, 2005, we reclassified the fair value of our convertible preferred stock warrants from shareholders’ deficit to a liability and recorded a cumulative charge from the change in accounting principle of $203,000. Other income (expense), net also includes the impact of valuing our outstanding convertible preferred stock warrants at their fair value at each reporting date. Upon completion of this offering, however, these warrants will become exercisable for common stock and no further charges will be made to adjust for changes in the fair value of the warrants.

Provision (Benefit) for Income Taxes

Since inception, we have incurred operating losses and, accordingly, have not recorded a provision (benefit) for income taxes for any of the periods presented. As of December 31, 2006, we had net operating loss carryforwards for federal income tax purposes of approximately $31.4 million. We also had federal research and development tax credit carryforwards of approximately $810,000. If not utilized, our federal net operating loss and federal research and development tax credit carryforwards will begin to expire in 2020. Federal tax laws impose substantial restrictions on the utilization of net operating losses and tax credits in the event of “ownership change” of a corporation, as defined in Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. We have determined that a change in ownership of Envoy has occurred and, accordingly, our ability to utilize net operating losses and tax credit carryforwards may be limited as the result of such “ownership change.” We have included the appropriate limitations in determining the deferred tax asset associated with the net operating loss and federal research and development tax credit carryforwards. Realization of deferred tax assets depends upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, we have offset our entire $13.1 million deferred tax asset as of December 31, 2006 by a valuation allowance.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

We have identified the following critical accounting policies that we believe are essential to an understanding of our consolidated financial statements. These accounting policies require management to make complex and subjective judgments. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. These factors could have a material impact on the presentation of our financial condition or results of operations.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin, or SAB, No. 104, Revenue Recognition. Accordingly, we recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees from the customer is reasonably assured. We defer amounts billed for which we will provide services in a future period. Payments made in advance including amounts for configuration and implementation are deferred and recognized ratably over the life of the customer application, which we currently estimate to be two years based on our historical customer

 

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experience. See “— Key Components of Our Results of Operations” for a discussion of how we generate and recognize revenue.

Allowance for Doubtful Accounts

Accounts receivable are stated at the amount we expect to collect from our customers based on their outstanding invoices. We review accounts receivable regularly to determine if any receivable will potentially be uncollectible. Estimates are used to determine the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. These estimates are made by analyzing the status of significant past due receivables and by establishing provisions for estimated losses by analyzing current and historical bad debt trends.

Income Taxes

We account for income taxes in accordance with Statement of Financial Accounting Standard, or SFAS, No. 109, Accounting for Income Taxes. We are subject to federal and various state income taxes in the United States, and we use estimates in determining our provision for these income taxes. Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each period-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Our deferred tax assets consist primarily of net operating loss carryforwards, federal research and development tax credit carryforwards and temporary differences. We establish a valuation allowance when, based on the weight of available evidence, we consider it more likely than not that all or some portion of the deferred tax assets will not be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. At December 31, 2006, our valuation allowance was equal to 100% of our net deferred tax assets. Although we believe that our tax estimates are reasonable, the ultimate tax determination involves significant judgment that is subject to audit by tax authorities in the ordinary course of business.

Deferred Commissions

We capitalize certain commission expenses directly related to entering into a customer agreement with a term of one year or greater in accordance with FASB Technical Bulletin 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts. Although we pay commissions at the time we enter into these agreements, we defer recognition of the expense of these commissions and amortize them as sales and marketing expenses over the terms of the related customer agreements, generally one year to three years. We believe that this is the appropriate method of accounting since the commission charges are closely related to the revenues from the customer agreements and the deferred commission amounts previously paid are recoverable through future revenue streams under these customer agreements. Gross costs capitalized for the years ended December 31, 2004, 2005 and 2006 were approximately $220,000, $372,000 and $760,000, respectively. Capitalized commission costs expensed during the years ended December 31, 2004, 2005 and 2006 were approximately $107,000, $254,000 and $424,000, respectively. During the six months ended June 30, 2006 and 2007, gross commission costs capitalized were $372,000 and $375,000, respectively, and we amortized to expense previously capitalized commission costs of $189,000 and $327,000, respectively.

Stock-Based Compensation

Prior to 2006, we accounted for stock options granted to employees using the intrinsic value method in accordance with Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The intrinsic value represents the difference between the per share fair value of the stock

 

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on the grant date and the per share exercise price of the related stock option. In accordance with APB Opinion No. 25, compensation expense was recorded for employee stock options granted at an exercise price equal to the fair value of the underlying stock on the grant date.

Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), Share-Based Payment, or SFAS No. 123(R), using the prospective transition method which requires us to apply the provisions of SFAS No. 123(R) only to awards granted, modified, repurchased or cancelled after the adoption date. Under the prospective transition method, non-vested option awards outstanding prior to January 1, 2006 continued to be accounted for in accordance with APB Opinion No. 25. Under SFAS No. 123(R), stock-based compensation expenses with respect to an employee are measured at the grant date, based on the estimated fair value of the award on the grant date. The grant date fair value of stock option awards is determined using the Black-Scholes option pricing model, which requires, among other things, an estimate of the fair value of the underlying common stock on the date of grant, the expected term of the award and the expected volatility of the stock over the expected term of the related grants. The determined fair value is recognized as expense on a straight-line basis over the employee’s requisite service period, which generally is the vesting period.

The risk-free interest rates were based on U.S. Treasury rates appropriate for the expected term. We calculated the expected term based on our historical experience. We do not expect to declare dividends in the foreseeable future. We based our estimate of expected volatility on the estimated volatility of similar entities whose share prices are publicly available. We based our estimates of forfeitures on historical and expected future actions of employees and executives.

Under SFAS 123(R), the fair value of employee stock options granted since January 1, 2006 was estimated at the grant date using the Black-Scholes option pricing model by applying the following assumptions:

 

Risk-free interest rates

   4.4%–5.0 %

Expected life (in years)

   5.4  

Dividend rate

   0.0 %

Volatility

   60.3 %

If different assumptions and estimates were used to determine the fair value of our common stock, the amount of recognized and to be recognized stock-based compensation expense and net loss amounts could have been materially different.

Compensation expense associated with employee share-based awards totaled $120,000 for the year ended December 31, 2006 and $275,000 for the six months ended June 30, 2007. These amounts were based on awards ultimately expected to vest and reflected an estimate of awards that would be forfeited. The total compensation cost under SFAS No. 123(R) related to share-based awards granted to employees and directors but not yet amortized, net of estimated forfeitures, was $659,000 at December 31, 2006 and $3.0 million at June 30, 2007. These costs will be amortized on a straight-line basis over a weighted average period of 3.5 years as of December 31, 2006 and 3.4 years as of June 30, 2007.

We account for stock-based compensation arrangements with non-employees in accordance with SFAS No. 123(R) and FASB Emerging Issues Task Force, or EITF, No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, using the fair value method. The fair value of the stock options granted to non-employees was estimated using the Black-Scholes option pricing model. This model utilizes the estimated fair value of our common stock, the contractual term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. Stock-based compensation expense relating to awards to non-employees was $44,000 during 2006 and $83,000 for the six months ended June 30, 2007.

 

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Valuation of Common Stock

We historically have granted stock options at exercise prices believed to be equivalent to the fair value of our common stock, as of the grant date. Given the absence of any active market for our common stock, the fair value of the common stock underlying stock options granted was determined by our board of directors, with input from our management. Members of our board of directors and management team have extensive business, finance and venture capital experience.

Background

In assessing the fair value of our common stock, we considered numerous objective and subjective factors, including the following:

 

   

our financial position and historical operating and financial performance, including progress against planned metrics and application development activities;

 

   

our financial projections and future prospects;

 

   

the fact that option grants involved illiquid securities of a private company;

 

   

the likelihood of achieving a liquidity event for the shares of common stock underlying the options, such as an initial public offering or sale of our company, given prevailing market conditions and our relative financial condition at the time of grant;

 

   

the stock price performance of selected publicly held companies identified as being comparable to us;

 

   

the consideration received in connection with the issuance of shares of Series A, B, C and C-1 preferred stock to outside investors in arm’s-length transactions and the related rights and preferences associated with such preferred stock; and

 

   

valuations performed as of December 31, 2005 and 2006 and July 31, 2007.

Our board of directors and management believe the valuation methodology employed for each date of determination provided a reasonable basis for estimating the fair value of our common stock.

December 2005 Valuation

In March 2006, our board of directors, with the assistance of management and an independent valuation specialist, determined the fair value of our common stock as of December 31, 2005 in connection with the preparation of our 2005 annual financial statements. In conducting this valuation, we used a two-step methodology that first estimated the fair value of the company as a whole and then allocated a portion of the enterprise value to our common stock. This approach is consistent with the methods outlined in the AICPA Practice Aid Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The valuation methodology utilized the “income approach” to estimate enterprise value. The income approach involves applying appropriate risk-adjusted discount rates to estimated debt-free cash flows, based on our forecasted revenues and expenses. This enterprise value was then validated utilizing the “market approach,” which involved analyzing (1) a number of transactions in which the acquired business was reasonably similar to the company, which we refer to as the market transaction approach and (2) the stock prices of a number of publicly traded companies reasonably similar to us, which we refer to as the market guidance approach. The enterprise value suggested by the market transaction approach was consistent with that suggested by the income approach, each of which were higher than that suggested by the market guidance approach.

 

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In order to allocate the enterprise value to the various securities that comprise our capital structure, we used the option-pricing method. The option-pricing method involves making assumptions regarding the anticipated timing of a potential liquidity event, such as an initial public offering, and estimates of the volatility of our equity securities. The anticipated timing was based on the plans of our board of directors and management. Estimating the volatility of the share price of a privately held company is complex because there is no readily available market for our shares. Our board of directors estimated the volatility of our stock based on available information on the volatility of stocks of publicly traded companies in our industry determined to be reasonably comparable to us. For purposes of applying the option-pricing method, we estimated our time to liquidity to be three years. This valuation of our common stock suggested a probable fair value of $0.31 per share as of December 31, 2005.

In allocating the enterprise value to the various securities that comprise our capital structure, in addition to the option-pricing method, we also considered the probability weighted expected return method. For the probability weighted expected return method, the per share value our common stock was derived utilizing a probability weighted scenario analysis. The per-share value was based on four possible scenarios: (1) an initial public offering (40% probability), (2) a private sale (40% probability), (3) continued operation as a private company (15% probability) and (4) dissolution (5% probability). The probability weighted expected return method suggested a probable fair value of $0.40 per share as of December 31, 2005.

We considered the results of the option pricing method and the probability weighted expected return method and weighted with an emphasis toward the option pricing method, which was considered to be a more objective method of determining the fair value of our common stock. A 25% discount was applied to account for a lack of marketability of our common stock based on the assumed time to liquidity. Our board of directors made a determination that the fair market value of our common stock was $0.25 per share as of December 31, 2005 after taking into consideration the valuation as well as other factors, including those identified in “—Background” above.

During the first seven months of 2006, we granted stock options with an exercise price of $0.25 per share. The exercise prices for option grants during this period were in a large part based on the results of the December 2005 valuation and certain additional information considered by the board of directors, including the following:

 

   

during 2006, we incurred additional expenses related to the elimination of duplicative operations and personnel as a result of the December 2005 acquisition of Envoy;

 

   

despite continued sequential growth in quarter over quarter revenues during the first and second quarters of 2006, these revenues were lower than planned;

 

   

quarterly losses from operations were the highest in our recent history and totaled $1.7 million and $1.3 million in first and second quarters of 2006, respectively; and

 

   

during the first half of 2006, we incurred negative cash flow.

During the last five months of 2006, we granted stock options with an exercise price of $0.50 per share. In increasing the exercise prices for option grants during this period, the board of directors gave weight to the following factors:

 

   

in August 2006, an independent third party engaged in informal discussions with us and expressed interest in acquiring us, but no agreement on price was reached nor was a formal offer ever made;

 

   

our operating results improved as our revenues for the third quarter of 2006 increased by $1.3 million over the prior quarter, a growth rate of 11%, and losses from operations declined; and

 

   

the satisfactory progress of the integration of Envoy.

 

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December 2006 Valuation

In February 2007, our board of directors, with the assistance of management and an independent valuation specialist, determined the fair value of our common stock as of December 31, 2006 in connection with the preparation of our 2006 financial statements. The methodologies employed in this valuation were substantially similar as those employed during the December 2005 valuation, with the principal exceptions that for purposes of applying the option-pricing method, we decreased our estimate of time to liquidity to two years and decreased the lack of marketability discount to 20%. The income approach suggested an enterprise value that was greater than either the market transaction or market guidance approach. The option pricing method and probability weighted expected return method suggested a fair value of our common stock of $0.67 and $0.81 per share, respectively, as of December 31, 2006. Our board of directors made a determination that the fair market value of our common stock was $0.55 per share as of December 31, 2006 after applying the 20% lack of marketability discount and taking into consideration the valuation as well as other factors, including those identified in “—Background” above.

July 2007 Valuation

In July 2007, our board of directors, with the assistance of management and an independent valuation specialist, determined the fair value of our common stock as of July 31, 2007 in anticipation of a significant stock option grant expected in August 2007. The methodologies employed in this valuation were substantially similar to those employed during the December 2006 valuation, with the principal exceptions that (1) for purposes of applying the option-pricing method, we decreased our estimate of time to liquidity to one year and (2) for the purpose of applying the probability weighted expected return, we increased the assumed probabilities of an initial public offering and continued operation as a private company to 45% and 18%, respectively, and reduced the assumed probabilities of a sale of the company and dissolution to 35% and 2%, respectively. We determined that the market transaction and market guidance approaches validated the enterprise value suggested by the income approach. The option pricing method and probability weighted expected return method suggested a fair value of our common stock of $1.23, and $1.36 per share, respectively, as of July 31, 2007. After applying the 20% lack of marketability discount provided for by the valuation methodology, the July 2007 valuation suggested a fair value of our common stock of $1.00 per share.

Subsequently, in light of the initiation of the process for this offering and the request for proposals from several investment banks, together with the addition of key management team personnel, including the chief financial officer in April 2007, a vice president, general counsel in June 2007, a vice president, finance and controller in July 2007 and an executive vice president, sales, marketing and business development in August 2007, in anticipation of becoming a public company, our board of directors determined that a 10% lack of marketability discount would be appropriate and that the fair value of our common stock had continued to increase during the first seven months of 2007, to $1.13 per share as of July 31, 2007. During the first seven months of 2007, we granted options to purchase our common stock at dates that fell between the dates of the valuations performed by our board of directors. In those instances, we granted awards with an exercise price equal to the per-share fair value determined by the December 2006 valuation. For purposes of estimating the fair value of our common stock underlying stock options on these dates of grant under SFAS 123(R), we interpolated an estimated per share value of our common stock between those valuations. As a result, the stock options we have granted since February 2007 had an exercise price less than the subsequently estimated fair value of the common stock at the date of grant, which is included in the options’ SFAS 123(R) fair value determination.

 

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Information on stock options granted during the year ended December 31, 2006 and year to date as of June 30, 2007 is summarized as follows:

 

Date of Grant

   Number of
Options Granted
   Exercise
Price
   Fair Value per
Estimated
Common Share
   Intrinsic
Value per
Option
Share

February 8, 2006

   1,854,000    $ 0.25    $ 0.25    $

April 28, 2006

   597,500      0.25      0.25     

July 14, 2006

   827,500      0.25      0.25     

September 1, 2006

   1,003,500      0.50      0.50     

October 19, 2006

   315,500      0.50      0.50     

December 5, 2006

   189,500      0.50      0.50     

February 28, 2007

   3,871,000      0.55      0.62      0.07

April 20, 2007

   1,624,500      0.55      0.76      0.21

May 29, 2007

   150,000      0.55      0.88      0.33

June 18, 2007

   915,000      0.55      0.96      0.41

Convertible Preferred Stock Warrants

In connection with our entering into convertible loan agreements in August 2000 and 2002, we issued warrants exercisable to acquire shares of our convertible preferred stock. Prior to July 1, 2005, we recorded the estimated fair value of each of these warrants as a component of equity, with charges to interest expense recorded over the life of the debt or lease agreement with respect to which the warrant was issued.

In June 2005, the FASB issued its Staff Position No. 150-5, Issuer’s Accounting under Statement 150 for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable, or FSP No. 150-5, which affirms that freestanding warrants relating to redeemable shares are liabilities that should be recorded at fair value. We adopted FSP No. 150-5 as of July 1, 2005 and recorded a cumulative effect of change in accounting principle of $203,000 to reflect the change in the estimated fair value of the convertible preferred stock warrants as of that date. We recorded warrant charges of $521,000 in 2006 and $230,000 in the six months ended June 30, 2007 to reflect increases in the fair value of the convertible preferred stock warrants during those periods.

We estimated the fair value of the convertible preferred stock warrants at the respective balance sheet dates using the Black-Scholes option valuation model. This model utilizes as inputs the estimated fair value of the underlying convertible preferred stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and expected volatility of the price of the underlying convertible preferred stock. The estimated fair value of the convertible preferred stock and the expected volatility were determined on a basis consistent with the valuation methodologies described above in “— Valuation of Common Stock.” These convertible preferred stock warrants are subject to revaluation at each future reporting period and changes in the fair value of the warrants will be recognized as a component of other income (expense) until the earlier of the exercise or expiration of the warrants or the completion of a liquidation event, including the consummation of an initial public offering, at which time the warrant liability will be reclassified into additional paid in capital.

 

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Results of Operations

The following table sets forth selected statements of operations data for 2004, 2005 and 2006 and for the six months ended June 30, 2006 and 2007 indicated as percentages of revenues.

 

     Year Ended December 31,     Six Months Ended
June 30,
 
         2004             2005             2006             2006             2007      

Revenues

   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
                              

Operating expenses:

          

Cost of operations and support (exclusive of amortization of intangible assets)

   26.5     26.2     28.9     28.3     32.8  

Cost of services

   9.2     11.9     16.0     17.5     13.9  

Engineering and product development

   12.8     14.4     14.6     14.6     17.7  

Sales and marketing

   39.3     35.5     31.9     35.0     29.1  

General and administrative

   15.2     12.4     14.0     14.7     12.9  

Amortization of intangible assets

       0.2     2.5     2.7     2.0  
                              

Total operating expenses

   103.0     100.6     107.9     112.8     108.4  
                              

Loss from operations

   (3.0 )   (0.6 )   (7.9 )   (12.8 )   (8.4 )

Total other income (expense), net

   (0.3 )   (0.4 )   (1.9 )   (1.6 )   (1.8 )
                              

Net loss before cumulative effect of change in accounting principle

   (3.3 )   (1.0 )   (9.8 )   (14.4 )   (10.2 )

Cumulative effect of change in accounting principle

       (0.6 )            
                              

Net loss

   (3.3 )%   (1.6 )%   (9.8 )%   (14.4 )%   (10.2 )%
                              

Comparison of Six Months Ended June 30, 2006 and 2007

 

     Six Months Ended June 30,    

Period-Over-

Period Change

 
     2006     2007    
     Amount    Percentage of
Revenues
    Amount    Percentage of
Revenues
    Amount    Percentage  
     (Dollars in thousands)  

Revenues

   $ 23,166    100.0 %   $ 31,629    100.0 %   $ 8,463    36.5 %

 

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Revenues.    Of the $8.5 million increase in revenues, $7.8 million was attributable to increases in the number of applications utilized by, and increased notification activity from, customers from whom we derived revenues in both periods, which we refer to as existing customers. In addition, $719,000 was attributable to revenues derived from new customers. For the six months ended June 30, 2006 and 2007, one customer represented 14% and 10% of revenues, respectively.

 

     Six Months Ended June 30,    

Period-Over-

Period Change

 
     2006     2007    
     Amount    Percentage of
Revenues
    Amount    Percentage of
Revenues
    Amount     Percentage  
     (Dollars in thousands)  

Cost of operations and support (exclusive of amortization of intangible assets)

   $ 6,556    28.3 %   $ 10,384    32.8 %   $ 3,828     58.4 %

Cost of services

     4,052    17.5       4,395    13.9       343     8.5  

Engineering and product development

     3,388    14.6       5,589    17.7       2,201     65.0  

Sales and marketing

     8,098    35.0       9,203    29.1       1,105     13.6  

General and administrative

     3,407    14.7       4,100    12.9       693     20.3  

Amortization of intangible assets

     627    2.7       626    2.0       (1 )    
                                        

Total operating expenses

   $ 26,128    112.8 %   $ 34,297    108.4 %   $ 8,169     31.3 %
                                        

Cost of Operations and Support.    Cost of operations and support increased faster than revenues due to increased capacity and additions to our operations and customer management teams in anticipation of continued growth in notification volumes and support requirements. Of the $3.8 million increase in cost of operations and support, $1.5 million was attributable to increased employee compensation and benefits as we increased headcount from 25 employees at June 30, 2006 to 51 at June 30, 2007 (including 19 new customer management employees). Telephony and hosting costs increased by $1.4 million due to increased notification activities for our customers. Of the remaining increase, $678,000 was attributable to additional depreciation expense and occupancy costs due to investments in our data centers and $142,000 was attributable to engineering consulting.

Cost of Services.    Cost of services increased by $343,000. Employee compensation and benefits increased by $665,000 because we increased headcount from 44 employees at June 30, 2006 to 63 at June 30, 2007. Occupancy costs accounted for $177,000 of the increase. These increases were offset in large part as a result of the net capitalization of $437,000 more in professional service costs than the amount amortized into cost of services in the six months ended June 30, 2007 compared to the same period in 2006. In addition, travel and entertainment and outside professional service fees decreased by a total of $62,000.

Engineering and Product Development.    Engineering and product development expenses increased faster than revenues due to investments in development projects to meet the needs of our customers and to enhance our quality assurance capabilities. Engineering and product development expenses increased by $2.2 million. Employee compensation and benefits increased by $2.3 million as we increased headcount from 32 at June 30, 2006 to 52 at June 30, 2007. We increased the size of our engineering team in connection with our continued development and improvement of our platform and to allow us to conduct appropriate levels of quality control. Occupancy costs accounted for $147,000 of the increase. Offsetting these increases were reductions in travel and entertainment, professional engineering services and other expenses totaling $241,000.

Sales and Marketing.    Sales and marketing expenses increased by $1.1 million. We experienced a $503,000 increase in rebranding and marketing program expenses related to increased tradeshow, promotional and advertising activities and a related $161,000 increase in travel and entertainment expenses. Headcount decreased to 77 employees at June 30, 2007 from 88 employees at June 30, 2006, as a result of consolidation efforts following our acquisition of Envoy; however, employee compensation and benefits increased by $457,000, due in part to increased commissions related to higher revenues.

 

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General and Administrative.    General and administrative expenses increased by $693,000. Employee compensation and benefits increased by $720,000 as we increased headcount from 19 at June 30, 2006 to 29 at June 30, 2007. Included in employee compensation and benefits was $201,000 for the six months ended June 30, 2007 related to stock-based compensation expenses compared to $4,000 for the six months ended June 30, 2006. Outside professional service costs increased by $282,000 period over period. The additional employee-related expenses and professional services fees were primarily the result of our ongoing efforts to build our legal, financial, human resources and information technology functions to support the growth of our business. Occupancy costs allocated to general and administrative expenses decreased by $334,000, due to headcount in general and administrative groups increasing at a lower rate than other operating categories while total occupancy costs also increased at a lower rate.

Amortization of Intangible Assets.    Amortization of assets related to our acquisition of Envoy were $627,000 and $626,000 for the six months ended June 30, 2006 and 2007, respectively.

 

    Six Months Ended June 30,    

Period-Over-

Period Change

 
    2006     2007    
    Amount     Percentage of
Revenues
    Amount     Percentage of
Revenues
    Amount     Percentage  
    (Dollars in thousands)  

Loss from operations

  $ (2,962 )   (12.8 )%   $ (2,668 )   (8.4 )%   $ 294     (9.9 )%
                                         

Other income (expense), net:

           

Interest income

    64     0.3       99     0.3       35     54.7  

Interest expense

    (184 )   (0.8 )     (418 )   (1.3 )     (234 )   127.2  

Change in fair value of convertible preferred stock warrant liability

    (260 )   (1.1 )     (230 )   (0.8 )     30     (11.5 )

Other, net

    3                     (3 )   *  
                                         

Total other income (expense), net

    (377 )   (1.6 )%     (549 )   (1.8 )%     (172 )   (45.6 )%
                                         

Net loss

  $ (3,339 )   (14.4 )%   $ (3,217 )   (10.2 )%   $ 122     (3.7 )%
                                         

* Not meaningful

Other Income (Expense), Net.    Other income (expense), net increased by $172,000 for the six months ended June 30, 2007 as compared to the same period in 2006. The increase was primarily due to an increase in interest expense as a result of higher average borrowings in the six months ended June 30, 2007 compared to the same period in 2006. In the six months ended June 30, 2007, we recorded a charge of $230,000 to reflect the increase in the fair value of our convertible preferred stock warrants as compared to a charge of $260,000 for the same period in 2006.

Comparison of Years Ended December 31, 2005 and 2006

 

     Year Ended December 31,    

Year-to-Year Change

 
     2005     2006    
     Amount    Percentage of
Revenues
    Amount    Percentage of
Revenues
    Amount    Percentage  
     (Dollars in thousands)  

Revenues

   $ 29,738    100.0 %   $ 50,914    100.0 %   $ 21,176    71.2 %

Revenues.    Of the $21.2 million increase in revenues, $10.0 million resulted from the acquisition of Envoy, and $2.8 million was attributable to revenues derived from new customers. The remainder of the increase was due to increased usage as a result of deploying additional applications and increased notification activity from existing customers. For the year ended December 31, 2006, one customer accounted for 11% of our revenues. For the year ended December 31, 2005, one customer accounted for 25% of our revenues and another customer accounted for 16%.

 

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Table of Contents
    Year Ended December 31,    

Year-to-Year Change

 
    2005     2006    
    Amount   Percentage of
Revenues
    Amount   Percentage of
Revenues
    Amount   Percentage  
    (Dollars in thousands)  

Cost of operations and support (exclusive of amortization of intangible assets)

  $ 7,792   26.2 %   $ 14,711   28.9 %   $ 6,919   88.8 %

Cost of services

    3,526   11.9       8,150   16.0       4,624   131.1  

Engineering and product development

    4,276   14.4       7,408   14.6       3,132   73.2  

Sales and marketing

    10,569   35.5       16,228   31.9       5,659   53.5  

General and administrative

    3,678   12.4       7,202   14.0       3,524   95.8  

Amortization of intangible assets

    85   0.2       1,254   2.5       1,169   *  
                                   

Total operating expenses

  $ 29,926   100.6 %   $ 54,953   107.9 %   $ 25,027   83.6 %
                                   

* Not meaningful

Cost of Operations and Support.    Cost of operations and support increased faster than revenues due to growth of our customer management team and, to a lesser degree, our operations team as we expanded capacity in anticipation of continued future growth in notification volumes and support requirements. Of the $6.9 million increase in cost of operations and support, $3.2 million was due to increased telephony and hosting costs resulting from increased notification activities for our customers, and $2.2 million was attributable to increased employee compensation and benefits as we increased headcount from 13 employees at December 31, 2005 to 41 at December 31, 2006 (including 18 new customer management employees). Of the remaining increase, $1.2 million was attributable to additional depreciation related to capital investments in our data centers and occupancy costs. In addition, professional engineering services costs increased by $221,000 over the prior year.

Cost of Services.    Cost of services grew more rapidly than revenues as a result of our decision to add staff to support customer integration projects and to build more efficient tools to integrate our applications with our customers’ systems. Cost of services increased by $4.6 million due primarily to a $5.0 million increase in employee compensation and benefits as we increased headcount from 26 employees at December 31, 2005 to 53 at December 31, 2006. Occupancy costs and travel expenses contributed $321,000 and $171,000, respectively, to the increase. These increases were offset in part by the net capitalization of $876,000 more in professional services costs in 2006 as compared to the same period in 2005.

Engineering and Product Development.    Of the $3.1 million increase in engineering and product development expense, $2.7 million was attributable to increased employee compensation and benefits as we increased headcount from 30 at December 31, 2005 to 41 at December 31, 2006 (including five new employees in connection with our acquisition of Envoy). We increased the size of our engineering team in connection with our continued development and improvement of our platform and to allow us to conduct appropriate levels of quality control. In addition, professional engineering services increased by $224,000 and occupancy costs increased by $90,000.

Sales and Marketing.    Of the $5.7 million increase in sales and marketing expenses, $3.4 million was attributable to increased employee compensation and benefits as we increased headcount from 61 employees at December 31, 2005 to 95 employees at December 31, 2006 (including 26 new employees in connection with the acquisition of Envoy). We also incurred a $930,000 increase in marketing program expenses related to increased tradeshow, promotional and advertising activities and a related $856,000 increase in travel and entertainment expenses. Occupancy costs increased by $406,000 as a result of a higher number of employees.

General and Administrative.    General and administrative expenses grew faster than revenues due to increased headcount necessary to support the growth of our business and an increase in professional service fees. Of the $3.5 million increase in general and administrative expenses, $1.9 million was attributable to employee

 

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compensation and benefits as we increased headcount from 14 at December 31, 2005 to 21 at December 31, 2006. The headcount growth relates to increases in our finance, human resource, information technology and administrative functions to support the growth of our business. Outside professional service costs increased by $535,000 as a result of increases in audit, tax and legal services and a $210,000 increase in Washington state business and occupation taxes. Occupancy costs allocated to general and administrative expenses increased by $904,000 due to rent and other costs associated with the expansion of our facilities.

Amortization of Intangible Assets.    Amortization of intangible assets related to our acquisition of Envoy were $1.3 million for the year ended December 31, 2006 as compared to $85,000 for 2005, as the acquisition closed in December 2005.

 

    Year Ended December 31,     Year-to-Year Change  
    2005     2006    
    Amount     Percentage of
Revenues
    Amount     Percentage of
Revenues
    Amount     Percentage  
    (Dollars in thousands)  

Loss from operations

  $ (188 )   (0.6 )%   $ (4,039 )   (7.9 )%   $ (3,851 )   *  
                                         

Other income (expense), net:

           

Interest income

    163     0.5       136     0.2       (27 )   (16.6 )%

Interest expense

    (198 )   (0.7 )     (576 )   (1.1 )     (378 )   190.9  

Change in fair value of convertible preferred stock warrant liability

    (35 )   (0.1 )     (521 )   (1.0 )     (486 )   *  

Other, net

    (29 )   (0.1 )     5           34     (117.2 )
                                         

Total other income (expense), net

    (99 )   (0.4 )     (956 )   (1.9 )     (857 )   *  
                                         

Net loss before cumulative effect of change in accounting principle

    (287 )   (1.0 )     (4,995 )   (9.8 )     (4,708 )   *  

Cumulative effect of change in accounting principle

    (203 )   (0.6 )               203     *  
                                         

Net loss

  $ (490 )   (1.6 )%   $ (4,995 )   (9.8 )%   $ (4,505 )   *  
                                         

* Not meaningful

Other Income (Expense), Net.    Other income (expense), net increased by $857,000 primarily due to a charge of $521,000 to reflect the increase in the fair value of the convertible preferred stock warrant, which represents a $486,000 increase in 2006 relative to the charge in 2005, and a $378,000 increase in interest expense in 2006 relative to 2005 as a result of higher average borrowings and interest rates on our borrowings in 2006 compared to the same period in 2005.

Cumulative Effect of Change in Accounting Principle.    Upon adoption of FSP No. 150-5 on July 1, 2005, we reclassified the fair value of our freestanding convertible preferred stock warrants from equity to a liability and recorded a cumulative charge from the change in accounting principle of $203,000.

Comparison of Years Ended December 31, 2004 and 2005

 

    Year Ended December 31,    

Year-to-Year Change

 
    2004     2005    
    Amount   Percentage of
Revenues
    Amount   Percentage of
Revenues
    Amount   Percentage  
    (Dollars in thousands)  

Revenues

  $ 16,192   100.0 %   $ 29,738   100.0 %   $ 13,546   83.7 %

 

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Revenues.    Of the $13.5 million increase in revenues, $9.3 million was due to increases in the number of applications utilized by, and increased notification activity from, existing customers, and $4.2 million was attributable to revenues derived from new customers, including approximately $521,000 related to the acquisition of Envoy in December 2005. For the year ended December 31, 2005, one customer accounted for 25% of our revenues and another customer accounted for 16% of our revenues. For the year ended December 31, 2004, one customer accounted for 23% of our revenues, another customer accounted for 22% of our revenues, and a third customer accounted for 13% of our revenues.

 

     Year Ended December 31,    

Year-to-Year Change

 
     2004     2005    
     Amount    Percentage of
Revenues
    Amount    Percentage of
Revenues
    Amount   

Percentage

 
     (Dollars in thousands)  

Cost of operations and support (exclusive of amortization of intangible assets)

   $ 4,285    26.5 %   $ 7,792    26.2 %   $ 3,507    81.8 %

Cost of services

     1,484    9.2       3,526    11.9       2,042    137.6  

Engineering and product development

     2,066    12.8       4,276    14.4       2,210    107.0  

Sales and marketing

     6,367    39.3       10,569    35.5       4,202    66.0  

General and administrative

     2,474    15.2       3,678    12.4       1,204    48.7  

Amortization of intangible assets

              85    0.2       85    *  
                                       

Total operating expenses

   $ 16,676    103.0 %   $ 29,926    100.6 %   $ 13,250    79.5 %
                                       

* Not meaningful

Cost of Operations and Support.    Of the $3.5 million increase in cost of operations and support, $2.4 million was attributable to telephony, network and hosting costs due to increased notification activities for our customers. Depreciation due to investments in our data center and occupancy costs increased by $644,000. Of the remaining increase, $358,000 was attributable to employee compensation and benefits as we increased headcount from six employees at December 31, 2004 to 13 at December 31, 2005 to support the growth in revenues.

Cost of Services.    Cost of services grew faster than revenues because of less costs being capitalized and increases to our professional services staff in anticipation of additional integration projects. Of the $2.0 million increase in cost of services, $1.4 million related to increased employee compensation and benefits as we increased headcount from 16 employees at December 31, 2004 to 26 at December 31, 2005 to support our customer integration projects. Amortization of capitalized professional services costs exceeded amounts capitalized by $316,000. We incurred an additional $152,000 in occupancy costs in the year ended December 31, 2005 compared to the prior year and a $119,000 increase in professional fees related to voice talent recordings.

Engineering and Product Development.    Engineering and product development expenses increased faster than revenues due to the expansion of our offerings to new industry sectors. Of the $2.2 million increase in engineering and product development expenses, $1.7 million was attributable to employee compensation and benefits as we increased headcount from 12 at December 31, 2004 to 30 at December 31, 2005. We increased the size of our engineering team in connection with our continued development and improvement of our platform and to allow us to conduct appropriate levels of quality control. Of the remaining increase, approximately $386,000 was attributable to increases in professional engineering services expenses related to engineering and product development, and $102,000 was attributable to an increase in occupancy costs.

Sales and Marketing.    Of the $4.2 million increase in sales and marketing expenses, $2.8 million was attributable to increased employee compensation and benefits as we increased headcount from 38 at December 31, 2004 from 61 at December 31, 2005. In addition, marketing expenses increased by $459,000 as a result of increased participation in tradeshows and increased promotional activities, travel and entertainment expenses increased by $375,000, and occupancy-related costs increased by $368,000.

 

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General and Administrative.    Of the $1.2 million increase in general and administrative costs, $636,000 was attributable to employee compensation and benefits as we increased headcount from 10 employees at December 31, 2004 to 14 employees at December 31, 2005 to support the growth of our business. We also experienced a $225,000 increase in Washington state business and occupation taxes. The remainder of the increase was primarily attributable to various expenses, including increases in corporate events, professional fees and travel and entertainment. Occupancy costs allocated to general and administrative expenses increased by $212,000 due to rent, depreciation and other costs associated with the expansion of our facilities.

Amortization of Intangible Assets.    Amortization of intangible assets related to our acquisition of Envoy were $85,000 for the year ended December 31, 2005 as compared to none for 2004, as the acquisition closed in December 2005.

 

    Year Ended December 31,     Year-to-Year Change  
    2004     2005    
    Amount     Percentage of
Revenues
    Amount     Percentage of
Revenues
    Amount    

Percentage

 
    (Dollars in thousands)  

Loss from operations

  $ (484 )   (3.0 )%   $ (188 )   (0.6 )%   $ 296     (61.2 )%
                                         

Other income expense, net:

           

Interest income

    81     0.6       163     0.5       82     101.2  

Interest expense

    (138 )   (0.9 )     (198 )   (0.7 )     (60 )   43.5  

Change in fair value of convertible preferred stock warrant liability

              (35 )   (0.1 )     (35 )   *  

Other, net

              (29 )   (0.1 )     (29 )   *  
                                         

Total other income (expense), net

    (57 )   (0.3 )     (99 )   (0.4 )     (42 )   73.7  
                                         

Net loss before cumulative effect of change in accounting principle

    (541 )   (3.3 )     (287 )   (1.0 )     254     (47.0 )

Cumulative effect of change in accounting principle

              (203 )   (0.6 )     (203 )   *  
                                         

Net loss

  $ (541 )   (3.3 )%   $ (490 )   (1.6 )%   $ 51     (9.4 )%
                                         

* Not meaningful

Other Income (Expense), Net.    The $42,000 increase in other expense was primarily due to an increase in interest expense as a result of higher average interest rates on our borrowings in 2005 and other expenses compared to the same period in 2004, which was partially offset by an increase in interest income in 2005 relative to 2004 as a result of a higher average balance of cash and cash equivalents.

Cumulative Effect of Change in Accounting Principle.    Upon adoption of FSP No. 150-5 on July 1, 2005, we reclassified the fair value of our convertible preferred stock warrants from shareholders’ deficit to a liability and recorded a cumulative charge from the change in accounting principle of $203,000.

Quarterly Results of Operations

The following table sets forth our unaudited condensed consolidated quarterly statement of operations data in dollars and as a percentage of total revenues for each of the six most recent quarters in the period ended June 30, 2007. This information has been prepared on the same basis as our audited consolidated financial statements and includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the information for the quarters presented. You should read these data together with our audited consolidated financial statements and the related notes included elsewhere in this prospectus.

 

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    Quarter Ended  
    March 31,
2006
    June 30,
2006
    September 30,
2006
    December 31,
2006
    March 31,
2007
    June 30,
2007
 
    (In thousands)  

Revenues

  $ 11,176     $ 11,990     $ 13,291     $ 14,457     $ 15,657     $ 15,972  

Operating expenses:

           

Cost of operations and support (exclusive of amortization of intangibles)

    3,241       3,315       3,682       4,473       4,928       5,456  

Cost of services

    1,948       2,104       2,258       1,840       2,080       2,315  

Engineering and product development

    1,689       1,699       1,963       2,057       2,633       2,956  

Sales and marketing

    4,036       4,062       4,125       4,005       4,778       4,425  

General and administrative

    1,651       1,756       1,840       1,955       2,102       1,998  

Amortization of intangible assets

    313       314       313       314       313       313  
                                               

Total operating expenses

    12,878       13,250       14,181       14,644       16,834       17,463  
                                               

Loss from operations

    (1,702 )     (1,260 )     (890 )     (187 )     (1,177 )     (1,491 )

Total other income (expense), net

    (186 )     (191 )     (269 )     (310 )     (264 )     (285 )
                                               

Net loss

  $ (1,888 )   $ (1,451 )   $ (1,159 )   $ (497 )   $ (1,441 )   $ (1,776 )
                                               
    Quarter Ended  
    March 31,
2006
    June 30,
2006
    September 30,
2006
    December 31,
2006
    March 31,
2007
    June 30,
2007
 
    (Percentages of revenues)  

Revenues

    100.0 %     100.0 %     100.0 %     100.0 %     100.0 %     100.0 %

Operating expenses:

           

Cost of operations and support (exclusive of amortization of intangibles)

    29.0       27.6       27.7       31.0       31.5       34.1  

Cost of services

    17.4       17.5       17.0       12.7       13.3       14.5  

Engineering and product development

    15.1       14.2       14.8       14.2       16.8       18.5  

Sales and marketing

    36.1       33.9       31.0       27.7       30.5       27.7  

General and administrative

    14.8       14.7       13.8       13.5       13.4       12.5  

Amortization of intangible assets

    2.8       2.6       2.4       2.2       2.0       2.0  
                                               

Total operating expenses

    115.2       110.5       106.7       101.3       107.5       109.3  
                                               

Loss from operations

    (15.2 )     (10.5 )     (6.7 )     (1.3 )     (7.5 )     (9.3 )

Total other income (expense), net

    (1.7 )     (1.6 )     (2.0 )     (2.1 )     (1.7 )     (1.8 )
                                               

Net loss

    (16.9 )%   $ (12.1 )%   $ (8.7 )%   $ (3.4 )%   $ (9.2 )%   $ (11.1 )%
                                               

Our operating results may fluctuate due to a variety of factors. As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as an indication of our future performance. Our quarterly results may not be indicative of the results of operations for a full year or any future period. For example, for the fourth quarter of 2006 relative to the third quarter of 2006, the cost of services decreased primarily due to an increase in the net capitalized professional service costs and sales and marketing expenses decreased as a result of headcount consolidation efforts following our acquisition of Envoy.

Our quarterly results are influenced by seasonal factors which affect our customers’ use of our solutions. For example, our financial services customers typically experience higher notification activity in the first quarter of each year, while our utility customers experience higher notification activities in the fourth quarter.

 

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Revenues have been sequentially higher for each quarter due primarily to increasing notification activity and product penetration within our existing customers, and to a lesser extent from the increases to our customer base as a result of our selling efforts.

Total operating expenses have increased sequentially in each quarter, principally as the result of increases in employee compensation costs attributable to increased headcount and increased facility costs. Total operating expenses as a percentage of revenues have varied due to the timing of additions to headcount, the increases in telephony and network capacity as well as timing of increases to the size of our facilities. We have made significant investments in engineering and product development, cost of operations and support and cost of services in support of existing requirements and in advance of anticipated future growth.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily with proceeds from issuances of convertible preferred stock, borrowings under credit facilities and cash flow from operations. We have raised $32.7 million in net proceeds through sales of shares of our Series A, B and C convertible preferred stock between 2000 and 2002. We have also funded our operations through debt financings. See “—Debt Obligations” for a more detailed description of our indebtedness. As of June 30, 2007, we had cash and cash equivalents of $3.2 million and accounts receivable of $12.3 million and outstanding indebtedness of $8.5 million.

Our future working capital requirements will depend on many factors, including the rate of our revenue growth, introduction of new applications and complementary services for our on-demand solutions and our expansion of engineering and product development and sales and marketing activities. To the extent our cash and cash equivalents, cash flow from operating activities and the net proceeds of this offering are insufficient to fund our future activities, we may need to raise additional funds through public or private equity or debt financings. We also may need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies and products. If additional funding is required, we may not be able to obtain financing on terms acceptable to us or at all.

We believe our existing cash and cash equivalents, our cash flow from operating activities, borrowing capacity under existing credit facilities and the net proceeds of this offering will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Cash Flow Analysis

Comparison of six months ended June 30, 2006 and June 30, 2007

The following table presents a summary of our cash flows and beginning and ending cash balances for the six months ended June 30, 2006 and 2007 (unaudited):

 

     Six Months Ended
June 30,
 
         2006             2007      
     (In thousands)  

Cash (used in) provided by operating activities

   $ (487 )   $ 1,112  

Cash used in investing activities

     (400 )     (1,528 )

Cash provided by (used in) financing activities

     1,628       (464 )
                

Net increase (decrease) in cash and cash equivalents

     741       (880 )

Cash and cash equivalents at beginning of period

     3,283       4,070  
                

Cash and cash equivalents at end of period

   $ 4,024     $ 3,190  
                

 

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Our operating cash inflows primarily consist of payments received from our customers. Our operating cash outflows primarily consist of employee salaries, payments to vendors directly related to telephony, rent expense, sales, marketing, administrative costs, and systems development and programming costs. Cash used by operations was $487,000 for the six months ended June 30, 2006 due to the net loss from operations and an increase in accounts receivable, offset to a lesser degree by non-cash charges of depreciation and amortization. Cash provided from operating activities was $1.1 million for the six months ended June 30, 2007 due to the net loss adjusted for non-cash expenses of depreciation, amortization and stock-based compensation, as well as a decrease in accounts receivable.

Purchases of property and equipment totaled $1.9 million for the six months ended June 30, 2006 compared to $1.5 million for the same period in 2007. These amounts consisted mainly of computer equipment, software purchases, and leasehold improvements. During the six months ended June 30, 2006, we received cash of $1.5 million from maturities of marketable securities.

Proceeds from financing activities during these periods consisted mainly of proceeds from borrowings and, to a lesser degree, proceeds from the issuance of stock from the exercise of stock options. Proceeds from borrowings on our financing arrangements totaled $4.4 million during the six-month periods ended June 30, 2006 offset by principal payments on borrowings of $2.8 million. During the six-month period ended June 30, 2007, principal payments on borrowings accounted for the majority of the remaining cash outflows from financing activities.

Comparison of years ended December 31, 2004, 2005 and 2006

The following table presents a summary of our cash flows and beginning and ending cash balances for the years ended December 31, 2004, 2005 and 2006:

 

     Year Ended December 31,  
     2004     2005     2006  
     (In thousands)  

Cash (used in) provided by operating activities

   $ (604 )   $ 2,571     $ (2,128 )

Cash used in investing activities

     (6,389 )     (2,934 )     (2,529 )

Cash provided by financing activities

     1,411       1,092       5,444  
                        

Net (decrease) increase in cash and cash equivalents

     (5,582 )     729       787  

Cash and cash equivalents at beginning of period

     8,136       2,554       3,283  
                        

Cash and cash equivalents at end of period

   $ 2,554     $ 3,283     $ 4,070  
                        

The use of cash in 2004 was due to a net loss of $541,000 adjusted for non-cash expenses which are primarily comprised of depreciation and amortization of $1.3 million and reduced by a decrease in working capital of $1.3 million. The use of cash in 2006 was due to a net loss of $5.0 million adjusted for non-cash expenses of $5.5 million and reduced by a decrease in working capital of $2.6 million. During the year ended December 31, 2005, operating activities generated $2.6 million in cash. The cash provided by operating activities during 2005 was the result of a net loss of $490,000 adjusted for non-cash expenses of depreciation, amortization and change in convertible preferred stock warrant liability totaling $2.3 million and a working capital decrease of $735,000, as a result of increases in accrued expenses, deferred revenue and deferred rent offsetting increases in accounts receivable.

Purchases of property and equipment totaled $2.8 million in 2004 compared to $4.9 million in 2005 and $4.0 million in 2006. These amounts consisted mainly of computer equipment, software purchases, and leasehold improvements. During the years ended December 31, 2004, 2005 and 2006, we received cash of $1.3 million,

 

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$4.7 million and $1.5 million, respectively from maturities of marketable securities. Purchases of marketable securities were $4.8 million and $2.7 million for the years ended December 31, 2004 and 2005 respectively.

Our financing activities provided $1.4 million in 2004, $1.1 million in 2005, and $5.4 million in 2006. Proceeds from financing activities during these periods consisted mainly of proceeds from borrowings to fund continued growth in our operations and, to a lesser extent, proceeds from the issuance of stock from the exercise of stock options. During the year ended December 31, 2004, we incurred an additional $2.0 million in borrowing under our equipment term loan. During 2005, we borrowed $2.0 million pursuant to our equipment term loan and assumed a $738,000 term loan and a $348,000 capital lease obligation in connection with the acquisition of Envoy. During 2006, we borrowed $2.0 million on our equipment term loan and $5.7 million pursuant to our equipment term loan. Payments made on our borrowings were $585,000, $1.1 million and $2.3 million, and accounted for the cash outflows from financing activities for the years ended December 31, 2004, 2005 and 2006, respectively.

Capital Expenditures

In recent years, we have made capital expenditures primarily to acquire computer hardware and software and, to a lesser extent, furniture and leasehold improvements to support the growth of our business. Our capital expenditures totaled $2.8 million in 2004, $4.9 million in 2005, and $4.0 million in 2006 and $1.3 million for the six months ended June 30, 2007. We intend to continue to invest in our infrastructure to ensure our continued ability to enhance our platform, introduce new features and complementary services, and maintain the reliability of our network. We also intend to make investments in computer equipment and systems and fixed assets as we expand our facilities and add personnel. Although our investment in capital in 2007 was below recent historical levels, we expect that it will increase over the next few years.

Debt Obligations

On April 28, 2006, we entered into a loan and security agreement with Blue Crest Venture Finance Master Fund Limited, as successor to Ritchie Debt Acquisition Fund, Ltd., pursuant to which we incurred $5.7 million in term borrowings, and may, from time to time, incur borrowings under an accounts receivable revolving line of credit. The term loan borrowings must be repaid in 33 equal consecutive monthly installments after an initial nine-month interest only period and bear interest at a rate equal to the sum of 5.9% and the greater of (1) 4.81% and (2) the yield on Three-Year U.S. Treasury Notes on the date of the loan. In July 2007, the revolving line of credit was amended to increase the maximum amount of borrowings from $6.3 million to $16.0 million and the interest rate was reduced to the prime rate plus 1.5%. Our borrowings under the revolving line of credit are limited to a borrowing base equal to 85% of our accounts receivable (other than specified accounts) less reserves. The lender has broad discretion to lower the borrowing base, increase required reserves and thus reduce the amount we may borrow under the revolving line of credit. The revolving line of credit borrowings may be repaid and re-borrowed under the agreement with the entire unpaid principal amount to be paid in full on April 24, 2008. Our obligations under this agreement are collateralized by a security interest in our receivables, property and equipment, intangible assets and cash and investments. At June 30, 2007, we had outstanding term loan borrowings of $5.5 million and outstanding revolving line of credit borrowings of $2.0 million. As of July 31, 2007, we could incur up to approximately $6.1 million of additional borrowings under the revolving line of credit.

On August 10, 2005, we entered into an equipment term loan with Silicon Valley Bank. Under this agreement, we may borrow up to $2.0 million in the aggregate. Our obligations under this agreement are collateralized by a security interest in the specific computer and office equipment and furniture and fixtures funded by the advances. Borrowings under this agreement bear interest at rates ranging from 10.00% to 10.75% per year and are required to be repaid in 36 equal consecutive monthly installments commencing the month following the date of incurrence. At June 30, 2007, outstanding borrowings under this agreement totaled $949,000.

 

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Contractual Obligations

The following table summarizes certain of our contractual obligations under our debt obligations and payments under our facility lease obligations and purchase commitments, as of December 31, 2006:

 

     Less Than
1 Year
   1 to 3
Years
   3 to 5
Years
   More Than
5 Years
   Total
     (In thousands)

Principal on long-term debt

   $ 3,611    $ 5,366    $    $    $ 8,977

Interest on long-term debt (1)

     889      722                1,611

Operating leases

     1,207      4,056      3,324           8,587

Capital leases

     143      9                152
                                  

Total

   $ 5,850    $ 10,153    $ 3,324    $    $ 19,327
                                  

(1) Interest calculations assume that the term loans would be repaid based on the contractual repayment schedules and interest rates and the borrowings under the revolving line of credit would remain at $2.0 million through a repayment date of April 24, 2008 at the current prime rate of 8.25% plus 1.75%.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS, No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115. SFAS No. 159 allows entities to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the fair value option). The fair value option expands the ability of entities to select the measurement attribute for certain assets and liabilities. We will adopt SFAS No. 159 as of January 1, 2008. We are currently evaluating the impact, if any, that our adoption of SFAS No. 159 may have on our results of operations and financial position.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines the fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is encouraged, provided that we have not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. We are currently evaluating the impact, if any, that our adoption of SFAS No. 157 may have on our results of operations and financial position.

Effects of Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, the impact of inflation on replacement costs of equipment, cost of operations and support, cost of services and operating expenses, primarily employee compensation and benefits, may not be readily recoverable in the price of services offered by us.

Off-Balance-Sheet Arrangements

As of June 30, 2007, we did not have any significant off-balance-sheet arrangements.

 

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Qualitative and Quantitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates.

At June 30, 2007, we had unrestricted cash and cash equivalents totaling $3.2 million. These amounts were invested primarily in money market funds. The unrestricted cash and cash equivalents were held for working capital purposes. We do not enter into investments for trading or speculative purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future investment income.

We are exposed to market risk from changes in interest rates with respect to our loan and security agreement with BlueCrest Venture Finance Master Fund Limited and Silicon Valley Bank, which have interest rates based on prime rates. There was $8.4 million outstanding as of June 30, 2007 under these agreements. Accordingly, we are exposed to potential losses related to increases in interest rates. A hypothetical one percent increase in the floating rate used as the basis for the interest charged under this agreement as of June 30, 2007 would result in an $84,000 increase in annualized interest expense assuming a constant balance outstanding of $8.4 million.

 

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BUSINESS

Overview

We provide on-demand, interactive customer communications solutions and, based on our size, breadth of products and number of customers, believe that we are the leader in this market. Our suite of solutions, delivered through a fully-managed software-as-a-service, or SaaS, model, enables enterprises to enhance revenues and reduce costs by facilitating the development of their customer relationships through automated, personalized communications across multiple channels including voice, email, SMS, pager, web and fax. Our solutions span the customer lifecycle with applications for customer initiation, customer service, customer retention and collections. We also provide specialized business continuity applications that enable organizations to quickly and reliably communicate with employees and customers in the event of planned and unplanned incidents. Our on-demand solutions overcome the limitations of other approaches to enable highly personalized, interactive communications that lead to higher levels of customer loyalty and satisfaction. Our applications provide our customers with significant incremental revenue benefits and help eliminate unnecessary costs by driving efficient, scalable and actionable communications.

Our on-demand, hosted platform currently handles on average over 3.5 million notifications each business day, including flight cancellation notices, credit card fraud detection alerts, scheduling of service calls, medication adherence notifications and payment reminders. Our scalable, multi-tenant platform allows our customers to use our solutions without incurring significant upfront expense and to easily add new applications and services over time. Our solutions are tightly integrated with our customers’ existing enterprise information systems to ensure that their communications are contextual and personalized. Because our solutions are delivered as a fully-managed offering, we are able to regularly evaluate the success of each customer’s application and optimize that application to deliver superior results.

Our market opportunity is driven in part by growing customer acceptance of software delivered as a service, as well as by growth in spending on unified communications technologies. The worldwide software on-demand market is estimated by International Data Corporation, or IDC, a leading market research firm, to be $5.7 billion in 2007 and is expected to grow to $14.8 billion by 2011, representing a compound annual growth rate of 27%. The worldwide unified communications market, which includes software that consolidates directory, routing and communications management, is estimated by IDC to be $4.8 billion in 2007 and is expected to grow to $17.5 billion by 2011, representing a compound annual growth rate of 38%. Additionally. based on our analysis of the usage of customer communications solutions and publicly available information regarding our targeted industry sectors, we believe that our total addressable market in North America for interactive customer communications is in excess of $4.0 billion. We believe that on-demand solutions such as ours provide the robust functionality, flexibility, scalability and efficiency to best address this large and growing opportunity.

Over 320 organizations use our solutions, including more than 100 of the Fortune 1000. We target the largest and most sophisticated enterprises within key industry sectors, including financial services, telecommunications, utilities, healthcare and transportation, as well as government. Our U.S. customers include six of the ten largest banks and financial services companies, the five largest wireless carriers, 25 utility companies, five of the top ten airlines, four of the top ten pharmacy benefits management companies and retail pharmacies, and over 25 government departments and agencies. Our customers include Alaska Airlines, Dell, Delta Air Lines, Deutsche Bank AG, DTE Energy, Medco, SunTrust Mortgage, Time Warner Cable and UPS. We typically enter into usage-based, one- to three-year contracts with our customers and we have a high annual customer retention rate. Our customers typically broaden the deployment of our services across their organizations and increase the usage of our services by deploying additional applications and increasing the volume of notifications. Our revenues grew from $16.2 million in 2004 to $29.7 million in 2005 and $50.9 million in 2006. In the six months ended June 30, 2007, we generated $31.6 million of revenues compared to $23.2 million in the six months ended June 30, 2006.

 

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Industry Background and Trends

Businesses today are operating in an increasingly competitive environment that has been intensified by more sophisticated and demanding consumers. Advances in technology have provided consumers with more and better information about goods and services and have allowed them access to a wide array of options when choosing vendors. However, because of work and personal commitments and the volume of information arriving through various means, individuals have limited time and patience to interact with the companies that provide them with goods and services. Companies must, therefore, offer more targeted, personalized and proactive communication to effectively reach their customers.

Enterprises have traditionally employed call centers to facilitate customer communications. However, call centers have several drawbacks, particularly the cost of hiring, training and retaining quality agents. It is also difficult to optimize call centers to meet the demands of constantly changing call volumes. As a result, many call centers employ excessively large agent workforces to meet peak call demand, resulting in excess capacity and wasted resources in periods of non-peak demand. Conversely, insufficient agent capacity results in long wait times and even abandoned or blocked calls, all of which can result in customer dissatisfaction and attrition.

Many companies have outsourced their call centers in the belief that this would yield cost savings. However, a number of these companies have found that although outsourcing can yield some economies of scale, outsourcing does not consistently reduce overall costs and does not improve customer satisfaction. Companies have also tried to address the costs of call centers by automating some of their customer communications and adding other modes of communication. Beginning in the 1980s, automatic call distributors, interactive voice response systems and predictive dialers increased efficiencies by reducing call routing costs and increasing consumer self-service. In the 1990s, email and instant messaging, customer relationship management, or CRM, products and computer-telephony integration broadened the available channels for communication while attempting to enhance the customer experience through integration of these technologies.

While these approaches have improved upon the legacy call center concept, they have generally failed to meet the growing needs and demands of businesses and their customers for the following reasons:

 

   

They tend to automate customer-initiated (inbound) rather than proactive (outbound) communications.    Existing solutions have typically been designed to reduce the burden on call center personnel by automating the handling of inbound calls or by offering automated communication alternatives to customers calling the call center. These existing solutions, however, are reactive rather than proactive and are generally not focused on enhancing revenues and customer relationships.

 

   

They fail to meet individual customer needs.    Existing solutions tend to be stand-alone systems that do not integrate with existing back-end enterprise information systems. As a result, these solutions are generally unable to incorporate specific data on individual customers and fail to differentiate one customer issue from another. In addition, most of these legacy solutions do not maintain historical records of customer interactions, which can lead to frustrated customers who must repeat information during subsequent interactions. Because of these shortcomings, existing solutions do not provide contextualized or targeted communications, resulting in inefficient communications.

 

   

They are impersonal.    Use of legacy computer-generated systems such as interactive voice response systems can fail to understand voice requests, mispronounce names and other terms and often misroute calls, creating a frustrating user experience. Rather than interact with these impersonal systems, customers will often insist on reaching a live agent, eliminating any potential benefits of automation.

 

   

They do not intelligently route communications.    Many legacy solutions do not effectively integrate contacts with voice calling systems, and lack the ability to intelligently transfer an automated notification to an appropriate live agent for escalation and resolution. As a result, customers who interact

 

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with these systems often speak to multiple agents before resolving their issues. This lack of integration results in inefficient communications, wasted company resources and unsatisfied customers.

 

   

They lack a unified platform for multi-channel communications.    Many enterprises have deployed multiple individual systems for communicating with customers via different channels, such as live call centers, email contact systems, and websites. These individual systems tend to be separate and distinct from one another and, therefore, unable to share or synchronize data. As a result, these systems cannot easily adapt communications to a customer’s preferred delivery channel.

 

   

They are costly and lack the ability to scale to meet the needs of large, complex enterprises.    The IT infrastructure and staff required to support in-house customer communications represent a substantial initial investment and ongoing costs for enterprises to deploy and operate. Further, many legacy approaches are inflexible and do not readily enable customers to self-serve, ultimately requiring call center agents to satisfy customer needs. As a result, existing approaches are unable to adapt to evolving communications initiatives or to handle large increases in traffic, requiring enterprises to purchase additional stand-alone systems and hire large numbers of new agents in order to meet high volumes of personalized customer communications.

 

   

They are exposed to technology risk.    Large enterprises invest substantial amounts of money in hardware and software systems that can quickly become outdated. As communications technologies continue to change and improve, such enterprises are increasingly exposed to the risk of obsolescence of their technology and are forced to perform costly hardware or software upgrades.

Due to the shortcomings of legacy solutions, enterprises are seeking new technologies and services that enable proactive, actionable, automated customer communications to help strengthen customer loyalty and improve business performance.

Our Solution

We believe we are the leading provider of on-demand, interactive customer communications solutions, delivered through a fully-managed SaaS model. Enterprises use our solutions to automate processes required to deploy proactive, personalized communications to customers throughout the customer lifecycle. Our suite of applications provides automated communications for customer initiation, customer service, customer retention and collections. Examples of such communications include flight cancellations, credit card fraud detection, scheduling of service calls, medication adherence notifications and payment reminders. We also provide specialized business continuity applications that enable organizations to quickly and reliably communicate with first responders and notify, inform and account for employees and customers in the event of planned and unplanned incidents. These communications can be delivered through multiple channels including voice, email, SMS, pager, web and fax or any combination thereof. By using our solutions, enterprises are able to deliver valuable information to the right customer at the right time and in the right form, which enables customers to take action in response to this information. As a result, our solutions help organizations across multiple industries enhance customer relationships, increase revenue, improve operational performance, and reduce operating costs.

Our applications are hosted on our multi-tenant platform called Varolii Interact. This multi-tenant architecture is capable of supporting hundreds of different applications simultaneously and executing millions of automated communications per day. We currently have over 600 applications deployed that result on average in over 3.5 million notifications each business day. We offer our solutions through an on-demand, fully-managed service, which enables our customers to easily deploy new communications initiatives while reducing their investments in technology, implementation services, and IT personnel, and also allows us to continually optimize our solutions for our customers.

 

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Key benefits of our solution include:

 

   

Proactive, Actionable, and Revenue Enhancing Customer Communications.    Our solutions enable enterprises to proactively contact customers with important information, rather than waiting for customers to contact call centers for information or to resolve problems. Our solutions also incorporate self-service functions that enable customers to act upon the information they receive. For example, customers can make payments, schedule appointments, renew contracts, buy products and services, complete surveys, and verify account activity using our solutions. As a result, consumers that interact with our solutions are more informed, empowered, and connected to these organizations. Our solutions improve end-customer satisfaction and reduce costly inbound call volume, which helps our customers to meaningfully enhance revenues and reduce costs.

 

   

Personalized Customer Communications.    Our solutions leverage existing customer data that reside in various back office systems to provide detailed information that is specific to individual customers. In addition, we use professional voice talent in pre-recording a wide range of names, numbers, words and phrases to be used in our proactive voice notifications. As a result, the communications generated by our solutions provide more targeted information to customers and sound more natural than traditional automated communications, which increases customer response rates and satisfaction.

 

   

Intelligent Routing of Communications.    Our on-demand platform provides a flexible architecture that is able to deliver information and communications independent of our customers’ infrastructures. As a result, our solutions are able to intelligently route callers to the most appropriate system or individual. For example, our customers are able to automatically contact an individual regarding questionable credit card usage and enable self-service customer resolution or, if necessary, connect the individual with a fraud specialist. Our intelligent routing capabilities allow customers to receive more effective and efficient service which strengthens customer loyalty and optimizes enterprise resources.

 

   

Fully-Managed Service for Communications.    We offer our enterprise customers a full range of managed services that are focused on designing, implementing and deploying the most effective automated customer communications solutions. We collaborate with our customers to create customized applications that deliver measurable results that meet their specific communications needs. Drawing on the results of the customer interactions that we manage, we utilize analytical tools to evaluate these results and gain critical insights into customer behavior based on responses to our applications. With this analysis, we are able to fine-tune our applications and optimize the performance and effectiveness of our customers’ communications initiatives.

 

   

Scalable Solution for Multi-Channel Communications.    Our platform is designed to scale to meet the communications needs of large and sophisticated enterprises. Our current customer base represents a range of U.S. industries, including six of the ten largest banks and financial services companies, the five largest wireless carriers, 25 utility companies, five of the top ten airlines, four of the top ten pharmacy benefits management companies and retail pharmacies and over 25 government departments and agencies. We currently have over 600 applications deployed that result on average in over 3.5 million notifications each business day. In addition, our solution is designed to deliver communications through multiple channels, such as voice, email, SMS, pager, web and fax, which enables our customers to contact individuals by their preferred method. Finally, our business continuity solutions are capable of immediately delivering large volumes of notifications during a crisis.

 

   

Flexible Integration and Ease of Implementation.    Our platform is built using open standards, such as Java and XML, which enables it to quickly and seamlessly integrate with our customers’ existing back office enterprise resource planning, CRM and call center systems. As a result, our solutions are able to fully integrate with and extend the value of our customers’ existing systems. Our on-demand delivery

 

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model allows us to deploy our solutions typically in three to six weeks, and in some cases within 24 hours, enabling our customers to quickly receive the benefits of automated communications.

 

   

Low Total Cost of Ownership.    We deliver our solution through a fully-managed SaaS model. Because our customers do not need to install and maintain our applications, they are able to limit upfront investments in hardware and third-party software and systems and better leverage existing IT personnel. Our usage-based pricing model eliminates expensive software license and maintenance fees and provides our customers with predictable costs that scale with usage.

 

   

Reduced Technology Risk.    Our on-demand platform allows our customers to immediately receive the benefits of ongoing improvements to our applications without having to invest in new software or implement costly and time consuming system upgrades. For example, as new communication channels such as email and SMS have become prevalent, we have been able to add these new channels seamlessly to our solutions, enabling customers to avoid re-architecture or replacement of their solutions. As technology changes our customers do not have to invest in additional infrastructure to support the services we provide.

We enable enterprises to deliver automated, actionable and customized communications that greatly improve customer satisfaction and loyalty. Our customers are able to generate higher revenue, reduce costs of customer and business continuity communications, and improve cash flow. As a result, our customers achieve significant and measurable returns on investments in our solutions.

Our Strategy

Our objective is to enhance our market leadership position by:

Increasing Our Existing Customers’ Use of Our Solutions.    Over 320 organizations use our solutions in a number of industries including financial services, telecommunications, utilities, healthcare and transportation, as well as government. As customers gain experience with our solutions, they typically implement a growing number of our applications and deploy our solutions at additional departments or business units. We will continue to collaborate closely with our customers to develop new applications that address their evolving requirements. We believe there is a significant growth opportunity in up-selling additional solutions and cross-selling our customer communications and business continuity applications to our existing installed base. We intend to continue to sell additional deployments of new and existing applications to our existing customer base and to find ways for customers to increase their volumes with applications already in place.

Selectively Targeting New Customers.    Our customers include more than 100 of the Fortune 1000 and we intend to continue to target the largest and most sophisticated enterprises within our selected industry sectors. We believe these potential customers can derive substantial, incremental benefits from our solutions and will act as valuable references as we target additional customers in each industry sector. We also intend to selectively target new industry sectors as our business evolves. We believe we can accomplish these objectives through our direct sales force, which is our primary sales channel, and through our indirect channel partners. We have existing relationships with over 20 such partners and intend to selectively increase the number of these alliances.

Leveraging Our Domain Expertise.    Over the last seven years we have gained a deep understanding of the specific customer communication challenges that our customers face in their respective industries. We believe that the subject matter expertise we have developed is a critical success factor as we are able to tailor our solutions to address our customers’ specific needs. We intend to continue to develop and leverage our knowledge of our customers’ industries and insights from analyzing our existing operations in order to build innovative applications which will improve our solution and expand our addressable end markets.

 

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Bolstering Our Product Leadership Position.    We believe our technology platform, which was purposely built for on-demand customer communications, provides us with a significant technology advantages. This platform is used by many of the largest and most sophisticated enterprises across a number of industry sectors. We intend to continue to invest in the scalability, performance, security, and reliability of our existing technology platform in order to continue to drive customer value and extend our competitive advantages. We also intend to continue to invest in innovative technologies that will enhance the efficiency and the effectiveness of our platform.

Entering New Geographic Markets.    We believe substantial demand exists for our solutions within the sizable North American market, as well as in other geographic markets, such as Europe, Asia and Latin America. In addition, many of our customers are large, multi-national enterprises who have significant customers and employees located outside North America. We currently provide automated communications solutions for these multi-national customers from our U.S. operations. We believe there is significant opportunity to further expand our markets by increasing our international presence to better serve global customer communications needs. We intend to make the necessary investments and develop additional channel partnerships to strengthen our distribution capabilities in select markets where we believe there are meaningful near-term and long term growth opportunities.

Our Products and Services

We develop, host and deliver automated interactive communications solutions through our on-demand platform, Varolii Interact. We use Varolii Interact to deploy customer initiation, customer service, customer retention, collections and business continuity applications. These applications enable our corporate customers to proactively engage with their customers, to provide their customers with valuable information in a timely fashion and to empower them to take action.

Varolii Application Suites.    Our application suites are tailored for the specific industries in which our customers operate, including financial services, telecommunications, utilities, healthcare and transportation, as well as government. Customers, according to their need, choose among a spectrum of existing pre-built applications or fully-customized applications that we tailor to meet their unique communications requirements.

 

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The following table provides a summary of the types of applications we presently offer:

 

Application Suite   Description   Illustrative Examples

Customer Initiation

 

Applications that:

•  introduce or confirm the brand

•  confirm enrollment information

•  capture customer preferences

•  allow customers to respond to unclear information

 

•  Welcome new customers

•  Verify service terms

•  Special instructions

•  Obtain missing information

•  Introduction to service confirmation

Customer Service

 

Applications that:

•  schedule appointments

•  inform customers of any impending problems or difficulties with service

•  seek customer feedback

•  protect consumers from fraudulent activity

•  improve medication adherence and patient wellness

 

•  Fraud notification

•  Customer survey

•  Shipment order status

•  Refill reminders

•  Health risk assessments

•  Appointment scheduling

•  Claim status

•  Loan status and origination

•  Flight status and cancellations

Customer Retention

 

Applications that:

•  manage cross-sell and up-sell opportunities

•  inform customers about expiring services

•  deflect and manage unpredictable inbound call volumes

 

•  Delivery scheduling

•  Account updates

•  Win-back

•  Service renewal

•  401(k) rollover

•  Loan consolidation

•  Rate change notices

•  Policy renewals

Collections

 

Applications that:

•  automate the collections process

•  proactively and immediately address all stages of customer delinquencies

•  remind customers of due payments

•  automate authentication before transferring customers to a collection agent

 

•  Payment reminders

•  Early stage collections

•  Late stage collections

•  Right party generator

•  Margin calls

•  Overdraft notifications

Business Continuity

 

Applications that:

•  notify employees of important events or issues

•  deliver fast and reliable communications during a crisis

•  provide valuable information to organizations’ workforces

•  centralize and manage information interchange

 

•  Pandemic planning

•  First responder

•  Employee accountability

•  Workforce continuity

•  Unplanned events

•  Demand response

•  Network outage

Add-on Services.    We offer a range of complementary services that are delivered through our on-demand platform. These services include automated payment processing and Varolii Locate, which provides updated and validated contact data through one or more third-party value-added address and contact databases.

 

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The Varolii Interact Platform.    Our Varolii Interact platform hosts our applications in a multi-tenant, multi-language and multi-channel environment. We currently have over 600 applications deployed that result on average in over 3.5 million notifications each business day. Our platform also stores the results of interactions and we analyze these results to gain critical business insights that allow subsequent interactions to be optimized, resulting in performance and efficiency gains and improved effectiveness across customer solutions. We are a recognized technology leader and have received a number of prestigious technology awards including: Top 100 Collection Technology Products for 2006 from Collection Advisor Magazine; CRM Excellence Award from Customer Inter@ction Solutions, February 2005; Best Multi-Channel Solution from ContactCenterWorld.com, February 2005; and 2002 Product of the Year Award from Communications Convergence Magazine.

The following diagram provides an overview of our platform:

LOGO

 

   

Varolii Integration Gateway enables integration and implementation of complex business rules. Customers can run customized versions of our gateway software to provide real-time integration, customized data filtering and pre- or post-processing activities. We accept data from our customers in any format and apply the appropriate treatment strategy based on proprietary decisioning, file manipulation and list creation, and analytical techniques. We provide an extensive web-services application programming interface, or API, for partners and customers to access our critical communication features with their own product or integration platforms.

 

   

Varolii Application Engine is the main delivery and execution component of our platform. This component provides multi-language and multi-channel capabilities, including voice, email, SMS, pager, web, fax, or any combination thereof. The Varolii Application Engine incorporates service level agreement technology that allows us to guarantee platform throughput and delivery timelines that support both high and low volume. Our platform integrates into the existing call center infrastructure, allowing live-agent interactions in conjunction with our automated solutions, along with reporting, statistics and pacing technologies to optimize live-agent resources.

 

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Varolii Tools is a web-based software suite that we provide to our customers to run and manage their hosted communications applications and processes. We provide customers with a real time monitoring dashboard to evaluate the performance of their applications. In addition, we provide a fully integrated, drag and drop, graphical workbench which our employees and customers use to quickly create and modify sophisticated, feature-rich applications. We also provide historical reporting and analysis tools, allowing the continuous monitoring of applications. Varolii Profiles™ is our specialized business continuity tool, which allows for the management of automated communications in urgent or emergency

 

situations. This component stores recipient contact and profile information, organizes messaging and teaming strategies, and tracks the status of outbound and inbound notifications by recipient and event.

Professional Services and Support.    We offer a full range of professional services, proactive customer management and support packages to enhance our suite of communications applications, including application monitoring and tuning services, content recording services, implementation and integration consulting and ongoing customer support.

Our key services include:

 

   

Configuration and Integration Services.    We guide our customers throughout the initial configuration and integration of our solution. We establish working relationships to educate, consult and ensure that our applications are deployed in the most effective method, bringing best practices and knowledge to every deployment. We have the ability to tailor applications to best meet individual business requirements. Our unique technology and deployment model allows us to tightly integrate our solution with our corporate customers’ existing systems, minimizing organizational disruption while retaining future flexibility.

 

   

Monitoring and Tuning Services.    We work with our corporate customers to analyze response data, apply best practices, and continually tune and refine their applications. We help ensure that our customers realize the maximum benefit of our solutions even as their customer communications needs change. Our team evaluates evolving industry standards and shifting business environments, comparing our customers’ communications results with industry benchmarks to identify opportunities for improvement.

 

 

 

Media Services.    We incorporate our customers’ brand and persona into our solutions using a library of “Golden Voices,” pre-recorded by professional voice actors, that includes an extensive number of drug names, automobile manufacturers, merchants, and common U.S. first and last names. Our technology is configured for broadcast quality audio for different types and uses of voice-based applications. Through our Message MasteringSM process, our team of experienced recording studio professionals works with voice actors to record variations of customer-specified scripts in real-time so that adjustments to audio content can be made prior to final production and deployment of a customer’s application.

 

   

Support Services.    Our support professionals handle network connectivity, file transmission, notification service performance, and application management. Our customers can contact our support center 24 hours a day, 7 days a week and 365 days a year.

Customers

Over 320 organizations use our solutions, including more than 100 of the Fortune 1000. We target the largest and most sophisticated enterprises within key industry sectors, including financial services, telecommunications, utilities, healthcare and transportation, as well as government. Our U.S. customers include six of the ten largest banks and financial services companies, the five largest wireless carriers, 25 utility companies, five of the top ten airlines, four of the top ten pharmacy benefits management companies

 

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and retail pharmacies, and over 25 government departments and agencies. Our customers include Alaska Airlines, Dell, Delta Air Lines, Deutsche Bank AG, DTE Energy, Medco, SunTrust Mortgage, Time Warner Cable and UPS. Our customers typically increase the number of applications, broaden the deployment of our services across their organizations, and increase their usage of our services over time. Bank of America and its affiliates accounted for more than 10% of our revenues in 2005 and 2006, and Citigroup and its affiliates accounted for more than 10% of our revenues in 2005.

Customers in a number of industry sectors use our applications to solve a wide variety of communications objectives. Selected examples include:

Financial Services: BOK Financial.    BOK Financial (BOKF), a multi-bank holding company, uses our interactive collections solution to reduce its mortgage delinquency ratio. BOKF uses our solution to automate much of the communications process around early stage delinquencies, enabling the company to focus its call center resources on more complex, high-priority accounts. Additionally, our solution enables BOKF’s customers to self-manage their mortgages by making payments or by immediately connecting to a loan counselor to gather additional information. Since deploying our solutions, BOKF realized a 12 percent reduction in average mortgage delinquency ratios in the first four months of 2007, as compared to the same period in 2006 (declining from an average of 2.51% in the first four months of 2006 to an average of 2.20% in the first four months of 2007). This was achieved at a time when U.S. mortgage defaults hit a high of 2.87% in the first quarter of 2007, surpassing the worst levels since the 2001 recession. By using our solution, BOKF has improved its collections performance while making its collections process more convenient for its customers.

Travel & Transportation: Alaska Airlines.    This customer faced challenges in meeting customer services levels and regularly had to pull agents off inbound sales to call passengers for flight delays and cancellations. During such incidents, inbound call wait times regularly surged from under five minutes to as much as 30 minutes, which negatively impacted customer satisfaction and loyalty. We integrated our applications with the Alaska Airlines reservation system and, using our multi-channel capabilities, communicated all itinerary changes to passengers promptly. This resulted in a three-month return on investment in the Varolii solution, 40 times more peak capacity than using agents for outbound contact and a 66% cost saving per successful contact in comparison to using agents.

Telecommunications: Major Wireless Carrier.    Our interactive customer communications solutions allowed this customer to improve its customer retention. Our “win-back” application was designed to automatically contact customers who have cancelled their wireless phone service, present them with customized offers and transfer interested parties directly to a customer service representative. This carrier experienced a 416% increase in customer saves as it was able to re-contract 98% of those customers that transferred to a customer service agent compared to only 10-15% before implementing our solution. Additionally, this carrier’s agent handle times, call handling times, hold times and time spent between calls were reduced by 50-70%.

Business Continuity: Southern California Edison.    Southern California Edison’s, or SCE’s, high-need customers, whose lives depend on electric-powered critical-care devices, require reliable and timely customer communications, specifically in the event of power outages. By using our solution, SCE reduced notification time from hours to just 15 minutes and significantly reduced dependency on agent resources increasing agent utilization and customer satisfaction.

Sales and Marketing

Sales.    We sell our products and services primarily through our direct sales organization and to a lesser extent through indirect channels. Our direct sales organization is divided into new business and installed base sales groups. Our sales process for new customers typically begins with the generation of a sales lead from a marketing program or customer referral. In our new business sales group, we employ personnel to make initial

 

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calls to potential customers, qualify customer leads, set appointments and direct sales representatives to close sales with prospective customers. We also have sales engineers who work closely with our sales representatives to discuss the applications and business needs with a customer and to provide a seamless transition to our professional services group for implementation. Our installed base sales organization focuses on managing existing customer relationships, further penetrating and cross-selling within customers’ organizations.

We offer pilot programs whereby a prospective customer can purchase our applications for a limited time to determine whether our solutions meet its needs prior to committing to a long-term contract. A pilot program typically lasts 30 to 60 days. As a result of this program, we believe we have experienced shorter sales cycles, higher closure rates and larger deal sizes. Our sales cycle for new business typically ranges from three to nine months, but can vary based on the specific application, the size and complexity of the potential customer’s business and integration needs and other factors. New applications within existing customers have substantially shorter sales cycles.

Our indirect channels consist of relationships with resellers and original equipment manufacturers, or OEMs. As of June 30, 2007, we had relationships with more than 20 indirect resellers and OEMs which primarily are involved in reselling our business continuity offering. Our focus is on building relationships that can derive substantial, incremental benefits from our solutions. These relationships include ADS Alliance Data Systems, Inc., Fort Knox National and Strohl Systems. We have a dedicated business development staff in our sales organization that specializes in developing and managing these strategic relationships. In the future, we intend to establish additional strategic relationships with market alliance partners.

Marketing.    We tailor our marketing efforts to key industry sectors, customer sizes and application categories. Our marketing department refines our market strategy and direction, generates customer leads, and manages public and industry analyst relations. We conduct ongoing media, public relations, direct mail and email campaigns, develop and place web advertising, develop and maintain our web site, and create sales tools such as product brochures, web and electronic demonstrations. We also conduct webinars and prospect road shows, sponsor and participate in trade shows, marketing events and industry conferences, publish white papers relating to customer communications issues, and develop customer reference programs, such as written and video customer case studies.

Competition

The market for interactive customer communication solutions is competitive, changing rapidly and fragmented. It is subject to rapidly developing technology, shifting customer requirements, frequent introductions of new products and services and increased marketing activities of industry participants. Although we believe that none of our competitors currently offers a solution as comprehensive as ours, potential customers do evaluate us against a number of alternatives including in-house developed solutions.

Currently, we principally compete with the internal information technology departments of our customers who develop and maintain solutions in-house. Often we compete to sell services against existing systems that our potential customers have already made significant expenditures to install and as a result may meet with significant resistance to our offering of applications and services. We also face competition from other hosted, on-demand vendors of interactive customer communications. These vendors tend to be confined within certain specific industry sectors or offer broad product suites in which interactive customer communications is a small component.

The market in which we compete is evolving, and some of our competitors have significantly greater financial, technical, marketing, service and other resources than we have. We expect the intensity of competition to increase in the future as existing competitors continue to develop their capabilities, as new companies enter our market and as we expand into broader markets.

 

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The principal competitive factors in our industry include the following:

 

   

effectiveness in improving the quality and value of customers’ relationships with their customers;

 

   

total cost of ownership and easily demonstrable cost-effective benefits for customers;

 

   

enterprise-wide solutions and support;

 

   

multi-channel and multi-lingual support;

 

   

skills and subject matter expertise delivered through a fully-managed service;

 

   

breadth and depth of capabilities and functionality to meet complex customer business and process requirements;

 

   

quality of care delivered to customers and our customers’ customers;

 

   

speed and ease of deployment and use of solutions;

 

   

ease of integration with existing applications, data, communications infrastructure and processes;

 

   

proven performance, configurability, security, scalability and reliability of solutions;

 

   

ability to innovate and respond to customer needs rapidly;

 

   

size of customer base and level of user adoption; and

 

   

financial stability and reputation of the vendor.

Product Development, Technology and Operations

Product Development and Technology.    Our product development efforts are focused on improving and enhancing our existing solutions, as well as developing new proprietary technology to ensure that we respond to our customers’ evolving needs. Our product development philosophy incorporates our long-term strategic view of our market and incorporates customer feedback to improve and enhance our applications. Our engineering and product development expenses totaled approximately $2.1 million in 2004, $4.3 million in 2005, $7.4 million in 2006, and $5.6 million in the six months ended June 30, 2007.

Our customer communication platform is a secure, scalable code base written primarily in Java using the Java 2 Enterprise Edition, or J2EE, development framework, built on top of JBoss application servers and Oracle databases. Our business continuity platform is written primarily in C++, using Microsoft technology and utilizing Microsoft SQL Server databases.

We use a combination of proprietary, open source and commercially available software, including Java, the JBoss application server, Nuance text-to-speech and automated speech recognition software, Oracle and Microsoft SQL Server database. The software runs on a combination of Linux, Microsoft Windows and Sun servers. We use commercially available hardware, including NMS Communications and Intel telephony cards.

 

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Operations.    We service our customers from third-party data center facilities in Seattle, Washington, Denver, Colorado, Chicago, Illinois and Watertown, Massachusetts. All facilities are staffed by trained personnel, provide physical access controls, and provide full backup power, including generators in case of power failure.

Our multi-tenant architecture enables us to deploy hundreds of applications simultaneously and manage millions of notifications per day while providing our customers with enterprise-class scalability, flexibility and security. We host multiple customers on a load-balanced server farm, with each customer’s data kept separate. Our platform is highly scalable, while the number of servers and instances on the back-end can be increased or decreased as necessary to match demand. Changes or fixes are rolled out to multiple tenants simultaneously.

We own substantially all the hardware deployed in support of our platform, and we monitor the performance and availability of our service. We designed our service infrastructure using load-balanced web server pools, redundant interconnected network switches and firewalls, replicated database servers, clustered application servers, and fault-tolerant storage devices. Production databases are backed up on a regular basis to ensure transactional integrity and restoration capability.

Security is of paramount importance in a multi-tenant architecture. We ensure the security of our customers’ implementations by using separate data stores for each customer and operating system level controls to ensure that one customer cannot gain access to another’s applications. Our security infrastructure includes firewalls, intrusion prevention and detection, encryption and network security protection. We have a chief security officer who leads our data protection and information security protection efforts. We have instituted periodic internal and third-party reviews of our security infrastructure. In addition, our customers regularly audit our operations according to their own internal security protocols. We have also implemented a robust access control and permissions system that allows our customers to control which individuals have access to which sets of information or perform which actions.

Intellectual Property

We rely on a combination of patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other contractual provisions to protect our intellectual property.

We currently have five issued patents by the United States Patent and Trademark Office. We currently have eight patents applications in the United States and five foreign patent applications, all of which are foreign equivalents of the United States applications. The expiration dates of our issued patents range from January 31, 2020 to August 18, 2024. We do not know whether any of our patent applications will result in the issuance of any further patents or whether the examination process will require us to narrow the scope of our claims. To the extent any of our applications proceed to issuance as a patent, the future patent may be opposed, contested, circumvented, designed around by a third party, or found to be unenforceable or invalidated in the applicable jurisdiction. In addition, our future patent applications may not be issued with the scope of the claims sought by us, if at all, or the scope of claims we are seeking may not be sufficiently broad to protect our proprietary technologies. It is also possible that any of our granted patents may be re-examined or found to be unenforceable or invalidated. Others may develop technologies that are similar or superior to our proprietary technologies, duplicate our proprietary technologies or design around patents owned or licensed by us. If our products are found to infringe on any patent held by third parties, we could be prevented from selling our products. If our patents or patent applications are found to conflict with any patent or patent application held by third parties, our patents could be declared invalid or our patent applications might not result in issued patents. The laws and regulations applicable to patents are undergoing significant change in the United States and other countries. Certain changes may have retroactive effect and may also result in the denial of some of our patent applications or the narrowing of the claims contained therein.

 

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We have filed trademark applications for the Varolii trademark and the Varolii logo in the United States, and for the Varolii trademark in Canada, China, Japan, the European Union and certain other countries. We have filed applications for other trademarks and service marks in the United States and certain other countries. While some of these applications have reached registration status, our outstanding trademark applications may not be allowed for registration. If they are not granted, we may not be able to brand our products and services as effectively as we had planned or we may be compelled to change our branding strategy. Even if these applications are allowed, they may not provide us a competitive advantage.

In addition to filing patent applications and registering trademarks, we also rely in part on United States and international copyright laws to protect our software. Furthermore, we control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including signing non-disclosure agreements with contractors, customers and partners. In addition, all of our employees and consultants are required to execute proprietary information and invention assignment agreements in connection with their employment and consulting relationships with us, pursuant to which they agree to maintain the confidentiality of our proprietary information and they grant us ownership rights in all inventions they reduce to practice in the scope of performing their employment or consulting services. However, we cannot provide any assurance that employees and consultants will abide by these agreements.

Some of the software we use to provide products and services to our customers are licensed to us by third parties. Some of those licenses, and our rights to use such third-party software, may be revoked or terminated under certain circumstances, and such revocation or termination may made it impossible or difficult to continue to provide our services to our customers. Furthermore, some of the third-party software we use to provide products and services is licensed to us under certain “open source” license agreements. These agreements may contain provisions that may require us to disclose our proprietary source code to customers or other third parties or distribute our source code for free in certain circumstances.

Despite our efforts to protect our trade secrets and proprietary rights through patents, licenses and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and technology. In addition, we expect to expand internationally and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries. If we fail to protect our intellectual property and other proprietary rights, our business could be harmed. In addition, the internet, software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use. Many of our service agreements require us to indemnify our customers for third-party intellectual property infringements claims, which would increase our costs as a result of defending those claims and might require that we pay damages if there were an adverse ruling in any such claims.

Government Regulation

Our business operations are affected, directly or indirectly, by a wide range of U.S. federal and state laws and regulations that restrict customer communications activities using our service, our handling of information and other aspects of our business. On the U.S. federal level, for example, regulatory measures include:

 

   

the Fair Debt Collection Practices Act, which regulates the timing and content of debt collection communications;

 

   

the Telephone Consumer Protection Act, which restricts the circumstances under which automated telephone dialing systems and artificial or prerecorded messages may be used to contact wireless telephone numbers;

 

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Federal Trade Commission and Federal Communications Commission telemarketing regulations, which have been promulgated under the authority of the Telemarketing and Consumer Fraud and Abuse Prevention Act and the Telephone Consumer Protection Act and which restrict the timing, content and manner of telemarketing calls, text messages and facsimile communications including the use of automated dialing systems, predictive dialing techniques, and artificial or prerecorded voice messages and facsimile advertisements;

 

   

the Gramm-Leach-Bliley Act, which regulates the disclosure of consumer nonpublic personal information received from our financial institution customers and requires those customers to impose administrative, technical, and physical data security measures in their contracts with us;

 

   

the Fair Credit Reporting Act, which defines permissible uses of consumer information furnished to or obtained from consumer reporting agencies; and

 

   

the Health Insurance Portability and Accountability Act (HIPAA), which regulates the maintenance, use and disclosure of personally identifiable health information by certain health care-related entities.

Many states and state agencies have also adopted laws and regulations governing debt collection, contact with wireless telephone numbers, telemarketing, and data security and privacy. These laws and regulations may, in certain cases, impose restrictions that are more stringent than the federal measures discussed above. To date, we have not incurred material out-of-pocket compliance costs. We may not be able to avoid such costs in the future.

Some foreign information security and privacy laws, including some in Canada and the European Union, may also apply to our services. These foreign laws may make it difficult to serve foreign customers because of the restrictions they place on the communication of personal data between countries. We intend to expand our operations outside the United States, and any country in which we commence or expand our operations may have laws or regulations comparable to or more stringent than those affecting our domestic business. Such regulations could subject us and our customers to costs, liabilities or negative publicity that could impair our ability to expand our operations into some countries and therefore limit our future growth.

Our business, operating results and reputation may be significantly harmed if we violate, or are alleged to have violated, U.S. federal, state or foreign laws or rules covering customer communications. In the agreements they enter into with us, our customers typically agree to comply in all material respects with all applicable legal and regulatory requirements relating to their use of our service. We cannot be certain, however, that our customers comply with these obligations, and typically we cannot verify whether customers are complying with their obligations. Violations by our customers may subject us to costly legal proceedings and if we are found to be wholly or partially responsible for such violations, may subject us to damages, fines or other penalties.

Employees

As of July 31, 2007, we had 272 employees, of which 77 were in sales and marketing, 166 in services and support, engineering and operations, and 29 were in finance and administrative functions. None of our employees are covered by a collective bargaining agreement. We have never experienced employment-related work stoppages and we consider our employee relations to be good.

Facilities

Our headquarters are located in Seattle, Washington where we lease approximately 38,000 square feet of office space, which we are expanding in January 2008 by an estimated 8,000 square feet for a total of

 

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approximately 46,000 square feet. This lease will expire in 2013. We lease approximately 12,000 square feet of office space in Bedford, Massachusetts, pursuant to a lease that expires in November 2009. We also have a small office in Denver, Colorado.

We believe that our current facilities, as we plan to expand them, are suitable and adequate to meet our current needs. We believe that suitable additional or substitute space will be available on commercially reasonable terms as needed to accommodate our operations.

Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business. We believe that there are no claims or actions pending or threatened against us, the ultimate disposition of which would have a material adverse effect on us.

 

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers and directors as of August 30, 2007:

 

Name

   Age   

Position

Executive Officers

     

Nicholas Tiliacos

   52    President, Chief Executive Officer and Director

John Flavio

   59    Chief Financial Officer

Jeffrey Read

   38    Executive Vice President, Sales, Marketing and Business Development

Scott Sikora

   39    Chief Technology Officer

Jean Francois Thions, Ph.D.

   69    Executive Vice President, Professional Services, Technology and Business Operations

Directors

     

Raj Atluru

   38    Director

Steve Bowsher (1)

   39    Director

H. Robert Gill (2)

   70    Director

Elliott H. Jurgensen, Jr. (2)

   62    Director

John Malloy (1)

   48    Director

Doug Pepper

   33    Director

(1) Member of the compensation committee.
(2) Member of the audit committee.

Nicholas Tiliacos has served as our president and chief executive officer and director since 2000. Prior to joining Varolii, Mr. Tiliacos served as president and chief executive officer of Mosaix, Inc., a provider of customer relationship management software and services, from 1997 until it was acquired by Lucent Technologies, Inc. in 1999. From 1996 to 1997, Mr. Tiliacos served as vice president international and chief operating officer of Mosaix. Prior to joining Mosaix, Mr. Tiliacos was the founding partner and managing director of VenTech International, Inc., an international consulting and business development company, from 1988 to 1996. Mr. Tiliacos holds a B.S. in business administration from Florida State University and an M.A. in international management from the American Graduate School of International Management.

John Flavio has served as our chief financial officer since April 2007. Prior to joining Varolii, Mr. Flavio served as the chief financial officer of Postini, Inc., a provider of on-demand solutions for security and compliance, from February 2004 to February 2007. From 1999 to 2003, Mr. Flavio served as chief financial officer for Keynote Systems, Inc., a NASDAQ-listed provider of on-demand test and measurement systems for internet performance. In addition, Mr. Flavio served as a member of our board of directors from July 2006 to April 2007. Mr. Flavio holds a B.S. in finance from Santa Clara University and is a Certified Public Accountant.

Jeffrey Read has served as our executive vice president of sales, marketing and business development since August 2007. Prior to joining Varolii, Mr. Read worked and served as president and chief operating officer for Cape Clear Software Inc., a provider of software integration tools, from 2005 to 2007. From 1996 to 2005, Mr. Read was employed by PeopleSoft, Inc., an enterprise application software company, where he held a variety of executive positions, most recently as managing director and vice president for the channel sales and distribution group. Prior to joining PeopleSoft, Mr. Read was an account executive and sales and marketing manager for SAS Institute, a developer and marketer of computer software programs primarily for business applications, from 1992 to 1996. Mr. Read holds a B.A. in business administration from Wilfrid Laurier University.

 

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Scott Sikora is a co-founder of our company and has served as our chief technology officer since the company was formed in 1999. Prior to founding Varolii, Mr. Sikora was a partner and founding member of Telmet, Inc., a consulting firm, during 1999. From 1996 to 1999, Mr. Sikora was the global services and solutions practice manager at Aspect Communications, a NASDAQ-listed provider of enterprise customer contact solutions. Prior to joining Aspect, Mr. Sikora served as a senior consultant, computer engineer and system administrator for International Business Machines, a computer manufacturer and provider of computer-related products and services, from 1991 to 1996. Mr. Sikora holds an M.S. in computer science, a B.A. in computer science, and a B.A. in electrical engineering, each from the Massachusetts Institute of Technology.

Jean Francois Thions has served as our executive vice president of professional services, technology and business operations since October 2006. From 2003 to 2006, Dr. Thions was the chief executive officer of e-Vision SA de CV, a Mexico corporation providing information technology consulting and software development for the transportation industry. From March through September 2006, as a consultant for e-Vision, Dr. Thions advised us on various operational matters, including the structure and reorganization of our professional services, technology and business operations. From 1993 to 2003, Dr. Thions served as chief executive officer of Pluricom, an international communications consulting company, in Mexico. Prior to joining Pluricom, Dr. Thions served as country manager for Digital Equipment de Mexico, a computer manufacturer, a provider of computer-related products and services and a subsidiary of Compaq Computers Corporation from 1989 to 1992. Dr. Thions holds a B.A. in physics and a B.A. in mathematics, each from the National University of Mexico, an M.S. in physics from the University of California at Berkeley and a Ph.D. in mathematics from the University of Grenoble.

Raj Atluru has served as a member of our board of directors since 2002. Mr. Atluru is a managing director at Draper Fisher Jurvetson, a venture capital firm. Prior to joining Draper Fisher Jurvetson, Mr. Atluru served as principal of TL Ventures, a venture capital firm, from 1997 to 1999, where he focused on early stage software, wireless communications and energy technologies. From 1992 to 1995, Mr. Atluru worked in the leveraged finance and Asian corporate finance groups at Credit Suisse First Boston, an investment bank, in New York, Hong Kong, and Singapore. Mr. Atluru holds a B.S. in civil and environmental engineering from Stanford University, an M.S. in civil and environmental engineering from Stanford University, and an M.B.A. from Stanford University.

Steve Bowsher has served as a director since 2002. Mr. Bowsher currently serves as managing partner and executive vice president at In-Q-Tel, an independent, not-for-profit company that provides technology solutions for the intelligence community, which he joined in 2006. Prior to In-Q-Tel, Mr. Bowsher served as a general partner with InterWest Partners from 1999 to 2006. In addition, Mr. Bowsher held a variety of management positions during his employment at E*TRADE Financial Corp., an online brokerage concern, from 1997 to 1999. Mr. Bowsher holds a B.A. from Harvard University and an M.B.A. from Stanford University.

H. Robert Gill has served as a director since 2003. Mr. Gill has served as a principal with The Topaz Group, a consulting services firm for corporations and investors, which he joined in 1996. Mr. Gill was the president and chief executive officer, and a director of ConferTech International, Inc., a provider of communication systems and services, from 1989 to 1995. Mr. Gill holds a M.B.A. from Pepperdine University, an M.S.E.E. from Purdue University and a B.S.E.L.E. from Indiana Institute of Technology.

Elliott H. Jurgensen, Jr. has served as a director since August 2007. Mr. Jurgensen retired in 2003 from KPMG LLP, an independent registered public accounting firm. Mr. Jurgensen served as an audit partner at KPMG from 1980 to 2003, and he was employed in various other positions with KPMG from 1971 to 1980. Mr. Jurgensen held a number of leadership roles with KPMG, including managing partner of the Bellevue, Washington office from 1982 to 1991, and managing partner of the Seattle, Washington office from 1993 to 2002. Mr. Jurgensen has served as president of Three Mates LLC, a family retail business since 2001. He is also a director of ASC Management, Inc., BSQUARE Corporation, Isilon Systems, Inc., and McCormick & Schmick’s Seafood Restaurants, Inc. Mr. Jurgensen holds a B.S. in accounting from San Jose State University.

 

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John Malloy has served as a director since 2001. Mr. Malloy serves as a managing partner of BlueRun Ventures (formerly known as Nokia Venture Partners), a venture capital firm that Mr. Malloy founded in 1998. Prior to founding BlueRun Ventures, Mr. Malloy held management and executive roles at Nokia Corporation, a wireless communications device manufacturer, from 1996 to 1998, GO Communications, a wireless communications company, from 1994 to 1996, and MCI Communications Corporation, a telecommunications company, from 1986 to 1994. Mr. Malloy holds a B.A. from Boston College and a J.D. from George Mason School of Law.

Doug Pepper has served as a director since August 2007. Mr. Pepper has been a partner with InterWest Partners, a venture capital firm, since 2000, where he focuses on enterprise applications and services, digital media and consumer internet. Prior to joining InterWest Partners, Mr. Pepper worked in business development at Amazon.com, Inc., an internet retailer in 1999, where he helped launch Amazon’s Auction and Z-Shops businesses. Prior to Amazon.com, Mr. Pepper was a financial analyst in the corporate finance department at Goldman Sachs, an investment bank, from 1995 to 1998. Mr. Pepper holds a B.A. from Dartmouth College, and an M.B.A. from Stanford University.

Board Composition

Our board currently consists of seven members. Pursuant to an investors’ rights agreement among us and certain of our preferred and common shareholders, including entities with which certain of our directors are affiliated, certain of our shareholders have the right to designate representatives to serve on our board of directors. Pursuant to the investors’ rights agreement, Messrs. Gill and Tiliacos were designated by the holders of a majority of our common stock and preferred stock, voting together as a single class; Mr. Atluru was designated by the holders of a majority of our Series A preferred stock; Mr. Malloy was designated by the holders of a majority of our Series B preferred stock; and Mr. Pepper was designated by the holders of a majority of our Series C preferred stock. Upon the completion of this offering, the provisions of this investors’ rights agreement that relate to these voting rights will terminate, and no shareholders will have any contractual rights with us regarding the election of our directors.

Effective upon the completion of this offering, our board of directors will be divided into three classes of directors who will serve in staggered three-year terms as follows:

 

   

Class 1 will consist of             ,              and             , whose terms will expire at our annual shareholders meeting to be held in 2008;

 

   

Class 2 will consist of              and             , whose terms will expire at our annual shareholders meeting to be held in 2009;

 

   

Class 3 will consist of              and             , whose terms will expire at our annual shareholders meeting to be held in 2010.

Effective upon the completion of this offering, our articles of incorporation will provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes with three-year terms so that, as nearly as possible, each class will consist of one-third of the directors. At each annual meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. As a result, only one class of directors will be elected at each annual meeting of our shareholders, with the other classes continuing for the remainder of their respective three-year terms. The division of our board of directors into these three classes may delay or prevent a change of our management or a change in control. See “Description of Capital Stock — Anti-Takeover Provisions.”

 

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Director Independence

Upon the completion of this offering, our common stock will be listed on the NASDAQ Global Market. The rules of the NASDAQ Global Market require that a majority of the members of our board of directors be independent within specified periods following the completion of this offering. Our board of directors has adopted the definitions, standards and exceptions to the standards for evaluating director independence provided in the NASDAQ Global Market rules, and determined that Messrs. Atluru, Bowsher, Gill, Jurgensen, Malloy and Pepper are “independent directors” as defined under such rules.

Board Committees

Our board of directors has established an audit committee and a compensation committee and expects to establish a nominating and corporate governance committee prior to the completion of this offering. Each committee will have the composition and responsibilities described below as of the closing of this offering.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process and internal controls over financial reporting. Our audit committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; engages and provides for the compensation of the independent registered public accounting firm; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; reviews our consolidated financial statements; reviews our critical accounting policies and estimates and internal controls over financial reporting; and discusses with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly consolidated financial statements.

Our audit committee consists of Messrs. Gill and Jurgensen, with Mr. Jurgensen serving as chairperson. We currently do not have a third member of our audit committee; however, we anticipate appointing a qualified board member to this committee prior to consummation of this offering.

Our board of directors has determined that Mr. Jurgensen is an “audit committee financial expert” as defined in applicable SEC rules and regulations. We believe that our audit committee will comply with the applicable requirements of the NASDAQ Global Market and SEC rules and regulations prior to the consummation of this offering. We believe that our audit committee members meet the requirements for independence and financial literacy under the current requirements of the NASDAQ Global Market and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

Compensation Committee

Among other matters, our compensation committee reviews and recommends policy relating to compensation and benefits of our officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of the chief executive officer and other senior officers, evaluates the performance of these officers in light of those goals and objectives and sets the compensation of these officers based on such evaluations. The compensation committee also administers the issuance of stock options and other awards under our stock plans.

Our compensation committee consists of Messrs. Bowsher and Malloy. We anticipate appointing one additional qualified board member to this committee prior to consummation of this offering. We believe that the composition of our compensation committee meets the requirements for independence under, and the functioning of our compensation committee complies with, any applicable requirements of the NASDAQ Global Market,

 

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SEC rules and regulations, and Section 162(m) of the Internal Revenue Code. We intend to comply with future requirements to the extent they become applicable to us.

Nominating and Corporate Governance Committee

Prior to the closing of the offering, we intend to create a nominating and corporate governance committee. Upon its creation, we anticipate that the nominating and corporate governance committee will, among other things, assist our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of shareholders to the board of directors; develop and recommend governance principles applicable to us to our board of directors; oversee the evaluation of our board of directors; and recommend potential members for each board committee to our board of directors.

Compensation Committee Interlocks and Insider Participation

No member of the board of directors or the compensation committee serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

Director Compensation

In 2006, Mr. Gill and Mr. Flavio were the only non-employee directors who received compensation for service as a director. The compensation received by them is set forth below.

 

Name

   Fees Earned
or Paid
in Cash
   Option
Awards
    Total

H. Robert Gill

   $ 36,000          $ 36,000

John Flavio (1)

   $ 4,000    $ 4,993 (2)   $ 8,993

(1) Mr. Flavio became our chief financial officer in April 2007. Amounts included are solely for his services as a director.
(2) On July 14, 2006, Mr. Flavio received a stock option to purchase up to 300,000 shares of our common stock at an exercise price of $0.25 per share. Valuation of awards is based on the recognized expense for 2006, determined pursuant to the assumptions discussed in note 12 to our consolidated financial statements included elsewhere in this prospectus. The grant date fair value of the option was $43,560.

Cash Compensation.    In August 2007, we adopted a board compensation policy pursuant to which we will pay non-employee directors who are not affiliated with shareholders owning more than 5% of our common stock $7,000 per quarter of service as a director. In addition, we anticipate that as of the completion of this offering, non-employee directors who are not affiliated with shareholders owning more than 5% of our common stock will be entitled to an annual retainer of $             and an annual retainer of $             for membership of each committee of the board of directors on which he or she serves. In addition, we anticipate that the chairperson of the audit committee will also receive an additional annual retainer of $             per year and the chairperson of both our compensation committee and nominating and corporate governance committee will receive an additional annual retainer of $             and $            , respectively. We also will reimburse all board members for reasonable expenses incurred by them in connection with attendance at board and committee meetings.

Option Grants.    From time to time, certain of our non-employee directors received grants of options to purchase shares of our common stock under our equity incentive plans as compensation for their services as members of the board of directors. In February 2007, the board of directors granted Mr. Gill an option to purchase 100,000 shares of our common stock at a price of $0.55 per share. This option will vest with respect to

 

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25,000 shares on February 23, 2008, with the remainder vesting thereafter in 36 equal monthly installments. In August 2007, the board of directors granted Mr. Jurgensen an option to purchase 250,000 shares of our common stock at a price of $1.00 per share. This option will vest with respect to 62,500 shares on August 10, 2008, with the remainder vesting thereafter in 36 equal monthly installments.

We anticipate that new directors will be eligible to participate in our stock plans and that non-employee directors will receive options as compensation for their services after the completion of this offering as described below. See “Executive Compensation — Equity Benefit Plans — 2007 Equity Incentive Plan.”

 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements of our named executive officers for 2006 and 2007 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Compensation Philosophy.    Our compensation and benefits programs seek to attract and retain talented, qualified senior executives to manage and lead our company and to motivate them to pursue and achieve our corporate objectives. We have created a compensation program that has a mix of short-term and long-term components, cash and equity elements and fixed and contingent payments in proportions that we believe will provide appropriate incentives to reward our senior executives and management team and help to:

 

   

support our performance-based approach to managing pay levels to foster a goal oriented, highly-motivated management team whose members have a clear understanding of business objectives;

 

   

enhance organizational effectiveness and align our executives objectives with the company’s mission and goals, as well as with the interests of our shareholders;

 

   

share risks and rewards with employees at all levels; and

 

   

reflect our values and achieve internal equity across our organization.

Compensation for each of our executive officers is comprised of a base salary, variable cash bonuses and a long-term equity component. Base salary is reviewed annually based on competitive market analysis and the individual performance of the executive, the variable cash bonuses are based upon achievement of corporate objectives and individual performance, and the long-term equity component is designed to provide long-term compensation based on company performance, as reflected in an increase or decrease in the value of the shares underlying the equity compensation compared to the purchase price of those shares. We seek to reward our executive officers as and when we achieve our goals and objectives and generate shareholder returns by utilizing a significant weighting to performance-based compensation. At the same time, if our corporate goals are not achieved, a significant portion of the compensation for our executive officers is at risk, which we believe aligns their interests with the interests of our shareholders.

The goal of our compensation program is to be competitive with other companies with whom we compete for employees. Historically, we believe our compensation program has been characterized by below-median cash compensation, when compared with public companies in our peer group, although when compared to other private technology companies, our total cash compensation and equity ownership generally have been competitive.

Historical Role of Our Board of Directors and Compensation Committee.    Until July 20, 2001, in lieu of a formally established compensation committee, non-employee members of our board of directors reviewed and approved executive compensation and benefits policies and administered our 2000 equity incentive plan. In 2001, a compensation committee was formed and consisted of John Malloy and one other non-employee director, who was replaced with Steve Bowsher in 2002. The compensation committee was charged with overseeing our executive compensation programs; however, both our board of directors and the compensation committee participated in decisions concerning executive compensation.

 

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For years prior to 2007, our board of directors or compensation committee reviewed company-compiled reports on compensation levels at comparable companies, reviewed publicly available and third party salary surveys, and considered other competitive market information in establishing compensation for our chief executive officer and other executive officers. In making compensation decisions for executives other than the chief executive officer, the compensation committee and board of directors received and took into account recommendations from our chief executive officer.

Prior to 2007, neither the compensation committee nor we retained an independent compensation consultant to review our policies and procedures relating to executive compensation. In 2007, we engaged a compensation consultant to evaluate the long-term compensation and equity incentive levels of our executive officers.

Ongoing Review by our Compensation Committee.    Upon the completion of this offering and the adoption of a new compensation committee charter, the compensation committee will oversee our executive compensation programs and to implement and maintain compensation plans and policies designed to achieve the objectives described above. The compensation committee expects to review annually the base salaries and long-term incentive opportunities (including equity-based incentive opportunities) offered to our executive officers to ensure that each component of executive compensation is competitive with market practices, supports our executive recruitment and retention objectives, and is internally equitable among our executives. In making compensation decisions for executives other than our chief executive officer, we anticipate that the compensation committee will receive and take into account recommendations from our chief executive officer.

Beginning in 2008, we expect to review compensation packages for our executive officers on an annual basis and to implement any changes that may be required to bring them in line with compensation levels of comparable public companies. In identifying comparable companies for these purposes, the compensation committee is expected to consider a number of factors, including the industry and geographic areas in which the companies operate and the size, profitability and maturity of the companies. The compensation committee anticipates engaging an independent compensation consulting firm to provide advice and resources to the committee in establishing appropriate levels of all components of executive compensation for 2008, and we expect the compensation committee may engage compensation consulting firms in future years. We anticipate that the compensation committee will also informally consider competitive market practices by speaking to recruitment agencies and reviewing publicly available information relating to compensation of executive officers at other comparable companies.

Components of Our Executive Compensation Program.    The following elements comprise compensation paid to our executive officers:

Base Salary.    Base salaries are used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives. None of our executives has an employment agreement that provides for automatic or scheduled increases in base salary. From time to time, but typically annually, and consistent with our incentive compensation program objectives, the compensation committee or board of directors evaluates base salaries for our executives, together with other components of compensation, for adjustment based on an assessment of an executive’s performance, compensation trends in our industry and after review and consideration of compensation information provided by our human resources department or from independent sources. For 2007, our compensation committee established an annual base salary of $315,000 for our chief executive officer. The annual base salary for 2007 for our other executive officers range from $195,000 to $250,000.

Variable Cash Bonuses.    A significant element of the cash compensation of our executive officers is based upon variable compensation plans adopted by our board of directors. Our 2006 variable compensation plan covered certain of our officers serving at the level of vice president or above, including all of our named executive officers. Our 2007 variable compensation plan covers all of our executive officers.

 

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Historically, the variable cash bonuses, if any, were paid quarterly for our vice presidents in the sales organization and semi-annually for all other officers.

The 2006 variable compensation plan provided for cash bonuses of ranging from approximately 20% to 70% of base salary to be paid to our executives in installments on a quarterly or semi-annual basis. The components of the compensation plan included the achievement of specified revenue objectives and individual goals and objectives, and, for certain officers, the acquisition of new customers. The board of directors awarded the bonuses tied to financial and operational performance for 2006 based on our performance against the established performance objectives. The awarding of bonuses is based, in part, on the achievement of individual goals and objectives, required subjective evaluations and judgments by the compensation committee and the board of directors with respect to and in satisfaction of these goals.

The 2007 variable compensation plan provides for cash bonuses between 30% and 70% of base salary to be paid to our executives in installments on a semi-annual basis. The bonus levels were set by examining such factors as the bonus compensation paid to executive officers at other comparable companies, the responsibilities of the executive officers’ positions, the executive officers’ experience, pre-determined bonus levels required under the offer letter or employment agreement with the executive, and the knowledge the positions require of the executive officers. Bonuses under the 2007 variable compensation plan will be awarded based on each executive officer’s performance during the year in four component areas, as follows:

 

   

25% on the achievement of revenues targets;

 

   

25% on the achievement of earnings before income tax, depreciation and amortization targets;

 

   

25% on the completion of strategic organizational goals and objectives in operational areas, which for 2007 is based entirely on increases in the contribution margin applicable to our professional services; and

 

   

25% on individual goals and objectives, which are specific, measurable, actionable, realistic and time-bound.

The targets and objectives under the 2007 variable compensation plan were approved by our compensation committee and board of directors. The compensation committee and board of directors also have the discretion to authorize overachievement bonuses under the variable compensation plan for our senior management team, provided that we have achieved our revenue and operating income targets. These overachievement bonuses are based on a percentage of the amount by which our operating results exceeds the financial targets for that year. Certain of our sales executives also receive fixed payments for the acquisition of new customers in addition to the cash bonuses described above.

At the time they were set, all of the targets and objectives established for the executive officers under the 2006 and 2007 variable compensation plans were substantially uncertain as to the likelihood of being achieved. The compensation committee and board of directors designs the threshold targets and objectives in order to drive the executive officers’ performance with the goal of achieving our internal operating plans as approved by our board. The threshold levels can be characterized as challenging, while the maximum goals, which result in increased compensation, require increasingly demanding levels of performance.

Long-Term Equity Incentives.    Our equity award program is the primary vehicle for offering long-term incentives to our employees, including our executive officers. Our equity awards to executive officers have been made solely in the form of stock options. Prior to this offering, our executives were eligible to participate in our 2000 Stock Option Plan, or the 2000 Plan. Following the completion of this offering, we will grant our executive officers stock-based awards solely pursuant to the 2007 Equity Incentive Plan, or the 2007 Plan, which will become effective upon the completion of this offering. Under the 2007 Plan,

 

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executives will be eligible to receive grants of stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and other stock-based equity awards at the discretion of the compensation committee.

Although we do not have any equity ownership guidelines for our executive officers, we believe that equity awards provide our executive officers with an incentive to focus on our long-term performance, create an ownership culture among our management team and our employees, and align the interests of our executive officers with those of our shareholders. In addition, the vesting feature of our equity awards is designed to further our objective of executive retention by providing an incentive to our executive officers to remain in our employ during the vesting period. We believe that the long-term performance of our business is improved through the grant of stock-based awards so that the interests of our executive officers are aligned with the creation of value for our shareholders. In determining the size of equity grants to our executive officers, our compensation committee and board of directors have considered comparative share ownership of executive officers of comparable companies for similar positions, our overall performance, the applicable executive officer’s performance, the achievement of certain strategic initiatives, the amount of equity previously awarded to the executive officer and the vesting of such awards.

Grants of equity awards, including those to executive officers, are all approved by our compensation committee and our board of directors and are granted based on the fair value of our common stock on the date of grant. We generally grant stock options to executive officers upon their initial hire and in connection with a promotion. In addition, stock option grants to executive officers and other employees have been made from time to time in the discretion of our compensation committee and our board of directors consistent with our incentive compensation program objectives.

A number of our executive officers, including four of our named executive officers are long-term employees or founders and had fully vested in all their stock options in 2006. After a review of our long-term incentives against a peer group of recently public companies by a compensation consultant, the compensation committee recommended and our board of directors approved in February 2007 stock option grants of 4,250,000 shares to our named executive officers, which our board of directors granted in two tranches in February 2007 and August 2007.

The stock option awards we have granted generally provide that 25% of the shares vest one year from the date of grant and the remainder vest ratably over the following 36-month period. Certain of the stock option awards can be exercised prior to vesting, in which case the shares received are subject to repurchase rights in our favor that expire upon vesting. Options generally expire ten years following the date of grant, subject to earlier expiration upon termination of employment.

Pursuant to the terms of our 2000 Plan, in the event of certain change of control transactions, including our merger with or into another corporation or the sale of substantially all of our assets, all outstanding awards under the plan may be assumed by the successor corporation or replaced with an equivalent award. If the options are assumed, the vesting of all awards will accelerate immediately prior to the change of control with respect to one-third of the then unvested shares subject to the award. In addition, if the employment of a person who is an officer at or above the level of vice president is terminated in connection with or within twelve months following the change of control, his or her award will become fully vested immediately prior to the effective date of the termination. If there is no assumption, substitution or replacement of an outstanding award by the successor corporation, the vesting of the award will accelerate and the award will become fully vested prior to the consummation of the change of control transaction, and if such award is not exercised prior to the consummation of the change of control transaction, it will terminate in accordance with the terms of the 2000 Plan.

 

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Following the completion of this offering, the exercise price of any stock option will be equal to the closing sale price of our common stock on the NASDAQ Global Market on the date of grant.

Other Compensation.    Each of our executive officers is eligible to participate in our employee benefits programs on the same terms as non-executive employees, including our 401(k), flexible spending accounts, medical, dental and vision care plans. In addition, employees, including executive officers, participate in our life and accidental death and dismemberment insurance policies, long-term and short-term disability plans, employee assistance program, and standard company holidays.

Tax Considerations.    Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for compensation in excess of $1.0 million paid to our chief executive officer and our four other most highly paid executive officers. Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. We generally intend to structure the performance-based portion of our executive compensation, when feasible, to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to us. Our compensation committee and our board may, in their judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Executive Compensation Tables

The following table presents compensation information for our fiscal year ended December 31, 2006 paid to or accrued for our chief executive officer, our former chief financial officer and our three other most highly compensated officers or former officers. We refer to these executive officers as our “named executive officers.”

Summary Compensation Table

 

Name and principal position

  Salary   Bonus   Option
Awards (1)
  Non-equity
Incentive Plan
Compensation (2)
  All Other
Compensation
    Total

Nicholas Tiliacos

President and Chief Executive Officer

  $ 300,000       $ 75,563   $ 7,808 (3)   $ 383,371

James A. Nuccitelli

Vice President of Sales

    175,000         83,344     6,519 (4)     264,863

Scott E. Sikora

Chief Technology Officer

    183,333         32,500     6,430 (4)     222,263

Steve H. Zirkel

Vice President of Sales Eastern Region and General Manager

    179,519     1,749     92,342     79,377 (5)     352,987

Former Officers

           

David Page (6)

Former Senior Vice President and General Manager

    230,292         56,250     235,723 (7)     522,266

Don Schlosser (8)

Former Chief Financial Officer

    200,000         40,625     6,727 (4)     247,352

(1) Valuation of awards is based on recognized expense for 2006, determined pursuant to SFAS(R) utilizing the assumptions discussed in note 12 to our consolidated financial statements included elsewhere in this prospectus.

 

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(2) The amounts reported in this column consist of bonuses earned in the year ended December 31, 2006 pursuant to our 2006 variable compensation plan. For a description of this plan, see “Executive Compensation — Compensation Discussion and Analysis — Variable Cash Bonuses.”
(3) Represents life and accidental death and dismemberment insurance premiums paid by us, employer contributions to our 401(k) plan and employer paid club membership.
(4) Represents life and accidental death and dismemberment insurance premiums paid by us on behalf of the executives and employer contributions to our 401(k) plan.
(5) Represents life and accidental death and dismemberment insurance premiums paid by us, employer contributions to our 401(k) plan and $72,939 of relocation and housing expense reimbursement.
(6) Mr. Page ceased employment with us in December 2006.
(7) Represents life and accidental death and dismemberment insurance premiums paid by us, employer contributions to our 401(k) plan and $229,000 of severance benefits paid in January 2007.
(8) Mr. Schlosser ceased serving as our chief financial officer in April 2007.

Grants of Plan-Based Awards During the 2006 Fiscal Year

The following table sets forth information regarding each plan-based award granted to our named executive officers in the year ended December 31, 2006.

 

    

Grant
Date

   Estimated Possible Payments Under
Non-Equity Incentive Plan Awards (1)
   All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
    Exercise
Price of
Option
Awards (2)
   Grant Date
Fair Value
of Option
Awards (3)

Name

      Threshold    Target    Maximum        

Nicholas Tiliacos

      $    $ 93,000    $ 93,000              

James A. Nuccitelli

             115,000      115,000              

Scott E. Sikora

             40,000      40,000              

Steve H. Zirkel

   9/1/2006           125,000      125,000    75,000 (4)   $ 0.50    $ 21,630

David Page

             75,000      75,000              

Don Schlosser

             50,000      50,000              

(1) All awards were granted pursuant to our 2006 variable compensation plan. For a description of this plan, see “Executive Compensation — Compensation Discussion and Analysis — Variable Cash Bonuses.”
(2) The amounts in this column represent the fair market value of one share of our common stock, as determined by our board of directors, on the date of grant.
(3) Valuation of awards is based on the grant date fair value of the awards, determined pursuant to SFAS 123(R) utilizing the assumptions discussed in note 12 to our consolidated financial statements included elsewhere in this prospectus.
(4) These options were granted under our 2000 Stock Option Plan. Each of these stock options expires ten years from the date of grant and vests at the rate of 25% of the shares on the one-year anniversary of the date of grant, and with the balance vesting monthly over the following three years. These stock options are also subject to accelerated vesting upon involuntary termination or constructive termination following a change of control of Varolii, as discussed below in “Executive Compensation — Employment Agreements; Change in Control Arrangements.”

 

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Subsequent to the year ended December 31, 2006 and as of July 31, 2007, we granted the following options to our named executive officers:

 

Name

   Grant Date    Number of Security
Underlying Option (1)
   Option Exercise
Price (2)
   Grant Date Fair Value
of Stock and Option
Awards (3)

Nicholas Tiliacos

   2/28/2007    1,900,000    $ 0.55    $ 709,650

James A. Nuccitelli

   2/28/2007    200,000      0.55      74,700

Scott E. Sikora

   2/28/2007    600,000      0.55      224,100

Steve H. Zirkel

   2/28/2007    200,000      0.55      74,700

(1) Each stock option was granted pursuant to our 2000 Stock Option Plan. Each of these stock options expires ten years from the date of grant and vests at the rate of 25% of the shares on the one-year anniversary of the date of grant, and with the balance vesting monthly over the following three years. These stock options are also subject to accelerated vesting upon involuntary termination or constructive termination following a change of control of Varolii, as discussed below in “Executive Compensation — Equity Benefit Plans — 2000 Stock Option Plan.”
(2) Options to purchase shares of common stock were granted at exercise prices equal to the fair market value of the common stock on the date of grant.
(3) Valuation of these options is based on the total dollar amount of share-based compensation recognized for consolidated financial statement reporting purposes pursuant to SFAS No. 123(R). The grant date fair value of stock option awards was determined using the Black-Scholes option pricing model using the following assumptions: volatility of 60.3% expected life of 5.4 years, risk free interest rate of 4.52% and an estimated fair value of the underlying common stock of $0.62 per share.

Outstanding Option Awards at 2006 Fiscal Year-End

The following table summarizes outstanding equity awards held by each of our named executive officers as of December 31, 2006:

 

     Number of Securities Underlying
Unexercised Options (1)
  

Equity Incentive Plan

Awards: Number of

Securities Underlying

Unexercised Unearned Options

  

Option
Exercise

Price (2)

  

Option
Expiration

Date

Name

   Exercisable     Unexercisable         

Nicholas Tiliacos

   2,875,000 (3)         $ 0.06    10/17/2012
   504,765             0.13    10/11/2011
   1,605,564             0.10    12/7/2010

James Nuccitelli

   662,500             0.06    10/17/2012
   112,500             0.13    8/30/2011
   225,000             0.10    7/12/2010

Scott Sikora

   270,000             0.06    10/17/2012

Steve Zirkel

  
 
  75,000         0.50    8/31/2016
   125,000
 
  125,000         0.10    12/16/2014
   112,500
 
  37,500         0.06    12/18/2013
   50,000
 
          0.06    10/17/2012
   75,000
 
          0.13    1/10/2012
   75,000
 
          0.10    12/7/2010

David Page (4)

   250,000     125,000         0.20    12/13/2007

Don Schlosser

   220,312     73,438         0.06    12/18/2013
   82,032             0.06    10/17/2012
   93,750             0.13    5/23/2012

 

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(1) Each stock option was granted pursuant to our 2000 Stock Option Plan. The vesting and exercisability of each stock option is described in the footnotes below for each option. Except as noted below, each of these stock options expires ten years from the date of grant and vests at the rate of 25% of the shares on the one-year anniversary of the date of grant, and with the balance vesting monthly over the following three years. These stock options are also subject to accelerated vesting upon involuntary termination or constructive termination following a change of control of Varolii, as discussed below in “Executive Compensation — Employment Agreements; Change in Control Arrangements.”
(2) Represents the fair market value of a share of our common stock on the option’s grant date, as determined by our board of directors.
(3) Represents shares remaining subject to an outstanding stock option. Mr. Tiliacos exercised 125,000 shares subject to this option prior to December 31, 2006, as indicated in the table below, and has subsequently exercised an additional 1,375,000 shares subject to this option.
(4) Mr. Page has since ceased providing service to us and has exercised 375,000 shares subject to this option.

Option Exercises During 2006

The following table shows the number of shares acquired pursuant to the exercise of options by each named executive officer during our fiscal year ended December 31, 2006 and the aggregate dollar amount realized by the named executive officer upon exercise of the option:

 

      Option Awards

Name

   Number of Shares
Acquired on
Exercise
   Value Realized
on Exercise (1)

Nicholas Tiliacos

   125,000    $ 55,000

Don Schlosser

   480,468      91,289

(1) The aggregate dollar amount realized upon the exercise of an option represents the difference between the aggregate market price of the shares of our common stock underlying that option on the date of exercise and the aggregate exercise price of the option.

Employment Agreements; Change in Control Arrangements

Employment Agreements

Nicholas A. Tiliacos, our president and chief executive officer, executed an employment agreement in June 2006, which amended and restated his employment agreement from October 2002. The employment agreement provides for at-will employment without any specified term. The agreement does not provide for specific annual salary, but states that it is subject to annual review by the compensation committee of our board of directors and that he is eligible for annual non-equity incentive compensation with an initial target bonus of $93,000 for 2006. His annual salary for 2006 was $300,000. If we terminate Mr. Tiliacos’s employment without cause or constructively terminate his employment (as these terms are defined in his employment agreement), Mr. Tiliacos will be entitled to receive the following: payment of his then-current base salary for a period of six months following his termination; reimbursement for any premiums paid by him to continue medical and dental plan coverage for him and any of his eligible dependents for a period of up to six months following his termination; payment of an amount equal to 50% of the average annual incentive bonus paid to him over the two years preceding his termination; and extension of the exercise period with respect to his stock options for an additional six months. Our obligations to provide severance payments to Mr. Tiliacos following termination of employment are contingent on his signing a general release of claims against us. In addition, the agreement provides that in the event of a change of control of our company, 100% of his unvested stock options will automatically vest.

 

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John Flavio, our chief financial officer, executed an offer letter in February 2007. The offer letter provides for at-will employment without any specific term. The offer letter establishes his starting annual base salary at $225,000, which is subject to annual review in accordance with our normal salary review process. In addition, Mr. Flavio is eligible for an annual incentive bonus, as determined by the compensation committee or the board of directors, with an initial annual target bonus amount of $65,000. Pursuant to the offer letter, Mr. Flavio was granted an option to purchase 1,400,000 shares of common stock with an exercise price equal to $0.55 per share. If we terminate Mr. Flavio’s employment without cause or constructively terminate his employment (as these terms are defined in his offer letter), Mr. Flavio will continue receiving his then-current base salary for a period of six months following his termination and we must reimburse premiums paid by him for continued medical and dental plan coverage of him and any of his eligible dependents for up to six months following his termination. Our obligations to provide severance payments to Mr. Flavio following termination of employment are contingent on his signing a general release of claims against us. In the event that Mr. Flavio’s employment is terminated without cause or constructively terminated within twelve months following a change of control (as such terms are defined in the offer letter), 100% of his unvested stock options will automatically vest.

Jeffrey J. Read, our executive vice president of sales, marketing and business development, executed an offer letter in July 2007. The offer letter provides for at-will employment without any specific term. The offer letter establishes his starting annual base salary at $250,000, which is subject to annual review in accordance with our normal salary review process. In addition, Mr. Read is eligible for an annual incentive bonus, as determined by the board of directors, with an initial annual target bonus of $125,000. Mr. Read received a prepaid bonus of $25,000, which is forfeitable should Mr. Read voluntarily terminate his employment with us within the first twelve months of his employment. Pursuant to the offer letter, the Company intends to grant Mr. Read an option to purchase 1,600,000 shares of common stock with an exercise price equal to the fair market value of our common stock on the date of grant. If we terminate Mr. Read’s employment without cause or constructively terminate his employment (as these terms are defined in his offer letter), Mr. Read will continue receiving his then-current base salary for a period of four months following his termination and we must reimburse premiums paid by him for continued medical and dental plan coverage of him and any of his eligible dependents for up to four months following his termination. Our obligations to provide severance payments to Mr. Read following termination of employment are contingent on his signing a general release of claims against us.

David Page, our former senior vice president and general manager, executed an employment agreement in November 2005. The agreement provided for at-will employment without any specific term. Pursuant to the employment agreement, Mr. Page was granted an option to purchase 1,000,000 shares of common stock with an exercise price equal to $0.20 per share. In September 2006, Mr. Page executed a separation agreement and general release in connection with his separation from the company. The terms of the separation agreement and general release provided for a severance payment of $229,000, reimbursement of premiums paid by him for continued medical plan coverage through June 30, 2007, and a consulting fee of $1,000 per month for six months. In addition, Mr. Page’s options continued to vest through June 15, 2007, and his option agreement was amended to provide that he may exercise his vested stock option at any time prior to December 13, 2007.

Don Schlosser, our former chief financial officer, executed an employment agreement in June 2006. The employment agreement provided for at-will employment without any specified term. In April 2007, Mr. Schlosser ceased to serve as our chief financial officer and on July 1, 2007 reduced his status to a part-time employee of the Company. Mr. Schlosser’s employment agreement was terminated in connection with his transition to part-time status.

Potential Payments upon Termination or Change in Control

The table below describes the potential payments to our named executive officers upon termination without cause or constructive termination, if applicable, both in connection with a change of control and not in connection with a change of control, as if each officer’s employment terminated as of December 31, 2006.

 

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The value of the vesting acceleration shown in the table below was calculated based on the assumption that the change in control, if applicable, occurred and the officer’s employment terminated on December 31, 2006, and that the fair market value per share of our common stock on that date was $            , the mid-point of the offering range set forth on the cover of this prospectus. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares subject to each option by the difference between the fair market value per share of our common stock as of December 31, 2006, and the exercise price per share of the option. The value of the stock vesting acceleration was calculated by multiplying the number of unvested shares by the fair market value per share of our common stock as of December 31, 2006.

 

Name

  

Benefit

   Termination
Without Cause
Prior to Change in
Control
   Change in Control    Termination Without
Cause or
Constructive
Termination After
Change in Control

Nicholas Tiliacos

   Severance    $ 150,000    $ 150,000    $ 150,000
  

Option Acceleration

              
  

COBRA Premium

     7,036          
                       
  

Total Value

   $ 157,036    $ 150,000    $ 150,000
                       

James Nuccitelli

   Severance    $    $    $
  

Option Acceleration