<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
<TABLE>
<S> <C>
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER: 0-27470
---------------------------
CYBERCASH, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 54-1725021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2100 RESTON PARKWAY, RESTON, VA 20191
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 620-4200
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
<TABLE>
<S> <C>
COMMON STOCK, $0.001 PAR VALUE 11,024,758 SHARES
(CLASS) (OUTSTANDING AT SEPTEMBER 30, 1997)
</TABLE>
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<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the three and nine months ended
September 30, 1997 and 1996............................................ 2
Consolidated Balance Sheets as of September 30, 1997 and December 31,
1996................................................................... 3
Consolidated Statements of Cash Flows for the nine months ended September
30, 1997 and 1996...................................................... 4
Notes to Consolidated Financial Statements............................... 5
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations.......................................................... 6
Item 3. Qualitative and Quantitative Market Risk Disclosure...................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................ 10
Item 2. Changes in Securities.................................................... 10
Item 3. Defaults upon Senior Securities.......................................... 10
Item 4. Submission of Matters to a Vote of Security-Holders...................... 10
Item 5. Other Information........................................................ 10
Item 6. Exhibits and Reports on Form 8-K......................................... 10
Signatures............................................................... 11
</TABLE>
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM I. CONSOLIDATED FINANCIAL STATEMENTS
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- ----------------------------
1997 1996 1997 1996
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues................................ $ 1,514,243 $ 39,088 $ 2,481,999 $ 76,793
Costs and expenses:
Research and development........... 3,393,315 3,900,743 9,876,514 10,662,533
Sales and marketing................ 2,635,106 3,072,160 7,920,164 6,330,286
General and administrative......... 1,450,741 1,351,269 4,712,220 3,282,982
Write-off of NetBill technology
license.......................... -- -- 2,162,500 --
----------- ----------- ------------ ------------
Loss from operations.................... (5,964,919) (8,285,084) (22,189,399) (20,199,008)
Interest and other income............... 405,851 618,320 1,099,217 1,696,353
----------- ----------- ------------ ------------
Net loss................................ $(5,559,068) $(7,666,764) $(21,090,182) $(18,502,655)
========== ========== =========== ===========
Net loss per share...................... $ (0.51) $ (0.72) $ (1.94) $ (2.00)
========== ========== =========== ===========
Weighted average shares outstanding..... 10,912,656 10,656,536 10,843,558 9,233,691
========== ========== =========== ===========
</TABLE>
See accompanying notes.
2
<PAGE> 4
CYBERCASH, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER
30, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................... $ 20,526,142 $ 33,687,076
Short-term investments.......................................... 8,779,773 --
Restricted cash................................................. 263,132 250,000
Accounts receivable............................................. 1,382,789 151,765
Prepaid expenses and other current assets....................... 530,255 694,062
------------ ------------
Total current assets.................................... 31,482,091 34,782,903
Property and equipment, net....................................... 4,833,187 5,629,664
Investment in affiliates.......................................... 82,645 --
Other long-term assets............................................ 630,404 637,514
------------ ------------
Total assets............................................ $ 37,028,327 $ 41,050,081
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................ $ 560,741 $ 1,263,923
Accrued bonus and employee benefits............................. 657,998 1,067,025
Other accrued expenses.......................................... 965,862 519,647
Deferred revenue................................................ 329,588 90,000
------------ ------------
Total current liabilities............................... 2,514,189 2,940,595
Commitments
Series C Convertible Preferred Stock, $.001 par value; 15,000
shares authorized and designated, 13,500 shares issued and
outstanding; liquidation preference of $13,605,411 at September
30, 1997........................................................ 12,768,753 --
Stockholders' equity:
Common Stock, $.001 par value; 25,000,000 shares authorized;
11,044,758 shares issued and 11,024,758 outstanding as of
September 30, 1997 and 10,732,262 shares issued and
10,712,262 outstanding as of December 31, 1996............... 11,045 10,732
Class A Warrants................................................ 32,500 --
Additional paid-in capital...................................... 81,729,886 77,201,462
Accumulated deficit............................................. (58,804,612) (37,714,430)
Treasury stock, at cost, 20,000 shares.......................... (120,000) (120,000)
Foreign currency translation.................................... (109,345) (87,569)
Receivable from sale of Common Stock............................ (816,784) (820,233)
Unearned compensatory stock options............................. (177,305) (360,476)
------------ ------------
Total stockholders' equity.............................. 21,745,385 38,109,486
------------ ------------
Total liabilities and stockholders' equity.............. $ 37,028,327 $ 41,050,081
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE> 5
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.......................................................... $(21,090,182) $(18,502,655)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation.................................................... 1,793,700 857,380
Write-off of NetBill technology license......................... 2,162,500 --
Accrued interest on receivable from sale of Common Stock........ (16,551) (47,823)
Compensation expense related to stock options................... 128,312 257,635
Loss on disposal of property and equipment...................... (16,558) --
Changes in operating assets and liabilities:
Accounts receivable.......................................... (1,231,024) (50,833)
Prepaid expenses and other current assets.................... 150,675 (571,316)
Other long-term assets....................................... 7,110 (478,233)
Accounts payable and accrued expenses........................ (665,994) 1,737,768
Deferred revenue............................................. 239,588 --
------------ ------------
Net cash used in operating activities............................. (18,538,424) (16,798,077)
INVESTING ACTIVITIES
Purchases of short-term investments............................... (8,779,773) --
Investment in affiliates.......................................... (82,645) --
Purchases of property and equipment............................... (980,665) (4,352,364)
------------ ------------
Net cash used in investing activities............................. (9,843,083) (4,352,364)
FINANCING ACTIVITIES
Proceeds from issuance of Common Stock............................ -- 58,419,580
Proceeds from issuance of Preferred Stock......................... 14,275,945 --
Proceeds from receivable from sale of Common Stock................ 20,000 239,786
Proceeds from the issuance of Common Stock through the Employee
Stock Purchase Plan............................................. 239,551 --
Proceeds from the exercise of stock options....................... 706,853 --
------------ ------------
Net cash provided by financing activities......................... 15,242,349 58,659,366
------------ ------------
Effect of exchange rates changes on cash and cash equivalents..... (21,776) (59,527)
------------ ------------
Net (decrease) increase in cash and cash equivalents.............. (13,160,934) 37,449,398
Cash and cash equivalents at beginning of period.................. 33,687,076 5,294,622
------------ ------------
Cash and cash equivalents at end of period........................ $ 20,526,142 $ 42,744,020
=========== ===========
</TABLE>
See accompanying notes.
4
<PAGE> 6
CYBERCASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ORGANIZATION AND NATURE OF OPERATIONS
CyberCash, Inc. (the "Company" or "CyberCash"), was incorporated on August
29, 1994 in the State of Delaware and was in the development stage from date of
inception through December 31, 1996. CyberCash is a technology-driven company
that provides software and services to enable secure financial transactions over
the Internet. The Company's suite of Internet payment services features the
electronic counterparts to cash, credit cards, and checks.
The accompanying condensed consolidated financial statements and notes
thereto have been prepared in accordance with generally accepted accounting
principles for interim financial information and should be read in conjunction
with the Company's consolidated financial statements found in the Company's Form
10-K. In the opinion of management, all adjustments (consisting only of normal,
recurring adjustments) considered necessary to reflect fairly the Company's
consolidated financial position and consolidated results of operations have been
included. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The results of operations for the three and nine months ended
September 30, 1997 and 1996 are not necessarily indicative of the results for
the full year.
ACQUISITION OF NETBILL TECHNOLOGY LICENSE
On March 21, 1997, CyberCash entered into a technology licensing agreement
with Carnegie Mellon University ("CMU") whereby the Company acquired the
exclusive worldwide rights to CMU's NetBill technology for use in network-based
electronic commerce. NetBill is a development stage technology for the
facilitation of electronic commerce over the Internet. The consideration for the
license included 120,000 shares of the Company's Common Stock, plus Warrants to
purchase another 50,000 shares of the Company's Common Stock at an exercise
price of $16.45 per share. The Warrants are divided into 25,000 Class A Warrants
and 25,000 Class B Warrants. Each class will become exercisable in five equal
annual installments of 5,000 Warrant shares, commencing on the first anniversary
of the license, provided that the exercise of the Class B Warrants is
conditioned upon certain milestones, as described in the agreement. In addition,
CyberCash agreed to pay a cash royalty of $450,000 over a period of four years.
The Company will expense the royalty payments as incurred. In accordance with
the Company's research and development policy, the Company recorded a non-cash
charge to operations of $2,162,500 during the three months ended March 31, 1997,
for the fair value of the Common Stock and Class A Warrants issued in the
acquisition of the NetBill technology license.
JOINT VENTURE AND SOFTWARE DEVELOPMENT AGREEMENTS
On May 13, 1997, CyberCash and Softbank Corporation ("Softbank") entered
into a joint venture agreement to commercialize CyberCash's technology in Japan.
Pursuant to the agreement, the parties formed a Japanese corporation, CyberCash
Kabushiki Kaisha ("CCKK"), to serve as the joint venture entity. A 95%-owned
subsidiary of CyberCash owns 200 shares of CCKK's Common Stock, and Softbank and
several other entities have purchased 220 shares of CCKK's Preferred Stock,
which is convertible into CCKK's Common Stock on a one-for-one basis.
In May 1997, CyberCash and CCKK entered into a Software Development
Agreement. Under the agreement, CyberCash will modify the CyberCash technology
and will license it to CCKK for use in the Japanese market. CCKK will pay
CyberCash $100,000 plus its fully-burdened costs of performing this work, not to
exceed $1,100,000, in total.
5
<PAGE> 7
On October 3, 1997, CyberCash, Dresdner Bank AG ("Dresdner") and Landesbank
Sachsen Girozentrale ("Sachsen") formed a joint venture, CyberCash GmbH ("CC
GmbH"), to commercialize CyberCash's technology in Germany. A wholly owned
subsidiary of CyberCash owns 40% of CC GmbH's equity shares with Dresdner and
Sachsen owning the remaining 40% and 20% of the shares, respectively.
CyberCash and CC GmbH have agreed to enter into a technology license
agreement. Under the agreement, CyberCash will modify the CyberCash technology
and will license it to CC GmbH for use in the German market. CC GmbH has agreed
to pay CyberCash DM 3,600,000 (approximately $2.1 million) for the initial
licensing of the technology, in addition to annual maintenance fees of $80,000.
PRIVATE PLACEMENT
On August 5, 1997, the Company completed a private placement with two
institutional investors for 15,000 shares of the Company's Series C Convertible
Preferred Stock with a stated value of $1,000 per share resulting in net
proceeds of approximately $14.3 million. The Series C Convertible Preferred
Stock is convertible into the number of shares of the Company's Common Stock
equal to the stated value plus a premium of 5% per annum of the stated value
from the date of issuance of the Series C Convertible Preferred Stock divided by
a conversion price based on the market price of the Company's Common Stock on
the Nasdaq National Market during a measurement period immediately preceding the
election to convert. The Series C Convertible Preferred Stock is convertible at
the option of the holders subject to certain limits. The Company has registered
the resale of the underlying common stock under the Securities Act of 1933. On
September 9, 1997, the investors converted 1,500 shares of Series C Convertible
Preferred Stock into 83,156 shares of Common Stock.
SHORT-TERM INVESTMENTS
Short-term investments consist of commercial paper with original maturities
beyond three months and less than twelve months. The Company's short-term
investments are classified as available-for-sale and are carried at fair market
value, in accordance with Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities."
RECENT PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share" which is required to be adopted on December 31,
1997. The Company does not believe that Statement No. 128 will have an impact on
the Company's calculation of earnings per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
accompanying consolidated financial statements and notes thereto. Historical
results and percentage relationships among any amounts in the financial
statements are not necessarily indicative of trends in operating results for any
future period. This discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements. The uncertainties and risks include the pace of
growth of Internet commerce, development by the Company and its competitors of
new products and services, strategic decisions by major participants in the
industry, competitive pricing pressures, legal and regulatory developments, and
general economic conditions. Further information about these and other relevant
risks and uncertainties may be found in the Company's Annual Report on Form
10-K.
RESULTS OF OPERATIONS
Overview. The Company's future operating performance will depend in large
part on whether, and how quickly, the Internet will emerge as a widely used
commercial marketplace. Global commerce on the Internet is new and evolving
rapidly. It is difficult to predict with any assurance when, if at all, the
Internet will prove to be a viable commercial marketplace, and what role, if
any, payment systems such as those offered by the
6
<PAGE> 8
Company will play in that marketplace. The Company's revenue expectations have
been based almost entirely on expectations of future demand rather than on
actual experience. Since its inception in August 1994, the Company has devoted
most of its efforts to development and marketing in preparation for and
anticipation of the growth in Internet commerce that it expected would create a
substantial market for its Internet payment services. The Company also has made
significant investments in computers, networking systems and telecommunications
equipment. Largely, as a result of the expenses associated with these efforts,
the Company's operating expenses increased each quarter through the end of 1996,
but have been maintained at approximately $7.5 million for each quarter of 1997.
Internet commerce has developed more slowly than was generally anticipated
at the time of the Company's initial public offering. As a result, the Company's
revenues from transaction processing and other recurring sources have not grown
as quickly as expected, and the Company has had to find other sources of
revenue.
During 1997, the Company has continued its efforts to establish a strong
market position and to lay the foundations for growth in recurring revenues if
and when Internet commerce becomes substantial. At the same time the Company has
been able to generate revenues from some of these initiatives by getting
strategic allies or joint venture partners to finance all or part of the
development work necessary to adapt the Company's technology to new uses or to
foreign markets. In the first nine months of 1997, the Company generated
revenues from development work for an alliance with Barclays Bank, UK to launch
BarclayCoin; development work performed for Netscape on software for a pilot of
the Secure Electronic Transaction (SET) protocol in Japan; license and
development fees from joint ventures it formed in Japan and Germany to make the
CyberCash technology available in those markets. The Company intends to continue
whenever possible to seek revenues from development work it performs in
connection with joint ventures and strategic alliances in order to help finance
its overall development program.
During the first nine months of 1997, the Company also launched several
other significant initiatives intended to enhance its strategic position in the
marketplace. It introduced the PayNow(TM) Secure Electronic Check Service in a
pilot program with leading bill presentment services; made available two of
CyberCash's payment components for the Microsoft Wallet and Microsoft Commerce
Server; included the CyberCash Wallet as a plug-in to the Netscape Communicator
Internet Access Edition; partnered with ESPNet SportZone and E*trade to provide
single-day access to their premium content using the CyberCoin(R) service; and
formed strategic alliances with iCat Corporation, Paymentech, Vision Factory,
Coopers & Lybrand, Oracle, and Digital Insight.
The Company believes that, if the volume of Internet commerce continues to
accelerate during 1998, and if there is a resulting increase in the demand for
Internet payment services, these and other initiatives should position it to be
able to capture a significant share of the Internet payment service market. It
is not certain, however, that the market for Internet payment services will
grow, that the Company will succeed in obtaining a significant market share, or
that it will be able to price its services at a level that is profitable.
Revenues. The Company's revenues for the three months ended September 30,
1997 and 1996 were $1,514,000 and $39,000, respectively, and $2,482,000 and
$77,000 for the nine months ended September 30, 1997 and 1996, respectively.
Revenues derived from transaction processing and connection fees for Secure
Credit Card and CyberCoin services were $78,000 and $18,000 for the three months
ended September 30, 1997 and 1996, respectively, and $162,000 and $43,000 for
the nine months ended September 30, 1997 and 1996, respectively. Revenues from
software development and technology licensing related to strategic alliances,
international joint ventures and pilot programs were $1,436,000 and $21,000 for
the three months ended September 30, 1997 and 1996, respectively, and $2,320,000
and $34,000 for the nine months ended September 30, 1997 and 1996, respectively.
OPERATING EXPENSES
Research and Development. Research and development expenses were
$3,393,000 and $3,901,000 for the three months ended September 30, 1997 and
1996, respectively, and $9,877,000 and $10,663,000 for the nine months ended
September 30, 1997 and 1996, respectively. The Company's research and
development
7
<PAGE> 9
expenses for the nine months ended September 30, 1997 were primarily related to
continued development of the PayNow Secure Electronic Check Service;
maintenance, upgrade and customization for international markets of CyberCoin
and Secure Credit Card Services; development and refinement of methods for
efficient connection to existing financial networks for transaction processing;
and the continuing development of open and interoperable payment solutions. The
Company believes that significant continuing investment in research and
development will be required to remain competitive. To date, all of the
Company's software development costs have been expensed as incurred. The Company
will continue to expense such costs until such time as the recoverability of
such costs through future benefits can be established.
Sales and Marketing. Sales and marketing expenses were $2,635,000 and
$3,072,000 for the three months ended September 30, 1997 and 1996, respectively
and $7,920,000 and $6,330,000 for the nine months ended September 30, 1997 and
1996, respectively. Sales and marketing expenses for the nine months ended
September 30, 1997 were primarily related to television and magazine
advertisements designed to raise brand awareness of CyberCash; a marketing
promotion with ESPNet SportZone; the introduction and promotion of PayNow Secure
Electronic Check Service; continued promotion of Secure Credit Card and
CyberCoin services; and the expansion of the Company's relationships with
financial institutions, processors and merchants.
General and Administrative. General and administrative expenses were
$1,451,000 and $1,351,000 for the three months ended September 30, 1997 and
1996, respectively and $4,712,000 and $3,283,000 for the nine months ended
September 30, 1997 and 1996, respectively. The general and administrative
expenses for the nine months ended September 30, 1997 primarily reflect
personnel costs in the areas of human resources, finance, legal and
administration.
Acquisition of NetBill Technology License. On March 21, 1997, CyberCash
entered into a technology licensing agreement with Carnegie Mellon University
("CMU") whereby the Company acquired the exclusive worldwide rights to CMU's
NetBill technology for use in network-based electronic commerce. In accordance
with the Company's research and development policy, the Company recorded a
non-cash charge to operations of $2,163,000 during the three months ended March
31, 1997, for the fair value of the Common Stock and Class A Warrants issued in
the acquisition of the NetBill technology license.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company had cash and cash equivalents of
$20,526,000 compared to $33,687,000 at December 31, 1996. The decrease in cash
and cash equivalents of $13,161,000 is due to a net loss of $21,090,000;
purchases of short-term investments of $8,780,000; capital expenditures and loss
on disposals of $997,000; a decrease in accounts payable and accrued expenses of
$666,000; an increase in accounts receivable and other assets of $1,090,000; an
investment in affiliate of $83,000; and the effect of exchange rates of $22,000.
These items are offset by non-cash expenses of $2,163,000 for the write-off of
the NetBill technology license; $1,922,000 for depreciation and compensation
expense related to stock options; an increase in deferred revenue of $240,000;
proceeds from the issuance of Common Stock through the Employee Stock Option
Plan and Employee Stock Purchase Plan of $946,000; proceeds from payment of the
receivable from sale of Common Stock of $20,000; and the proceeds from the
issuance of Preferred Stock of $14,276,000.
The Company currently anticipates that its available cash resources
combined with future cash flows from operations will be sufficient to meet its
presently anticipated working capital needs for at least the next 12 months.
Thereafter, the Company may need to raise additional funds through debt and/or
equity financing. The Company's estimates of its cash requirements are
forward-looking statements, and there is no assurance that the Company's actual
cash requirements will not exceed its currently anticipated cash requirements.
The Company may need to raise additional funds sooner than anticipated in order
to fund more rapid expansion, to develop new or enhanced services, to respond to
competitive pressures or to acquire complementary businesses or technologies. If
additional funds are raised through the issuance of equity securities, the
percentage ownership of the stockholders of the Company will be reduced,
stockholders may experience additional dilution, or such equity securities may
have rights, preferences or privileges senior to those of the holders of
8
<PAGE> 10
the Company's common stock. There can be no assurance that additional financing
will be available when needed, on terms favorable to the Company, or at all. If
adequate funds are not available or are not available on acceptable terms, the
Company may be unable to develop or enhance products or services, take advantage
of future opportunities, or respond to competitive pressures, which could have a
material adverse effect on the Company's business, financial condition or
operating results.
ITEM 3. QUALITATIVE AND QUANTITATIVE MARKET RISK DISCLOSURE
Not Applicable.
9
<PAGE> 11
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
On August 5, 1997, the Company completed a private placement with two
institutional investors, RGC International Investors, LDC and Halifax Fund,
L.P., for 15,000 shares of the Company's Series C Convertible Preferred Stock
with a stated value of $1,000 per share, resulting in net proceeds to the
Company of approximately $14.3 million. The Series C Convertible Preferred Stock
is convertible into the number of shares of the Company's Common Stock equal to
the stated value per share plus a premium of 5% per annum of the stated value
from the date of issuance of the Series C Convertible Preferred Stock divided by
a conversion price based on the market price of the Company's Common Stock on
the NASDAQ National Market during a measurement period immediately preceding the
election to convert. The Series C Convertible Preferred Stock is convertible at
the option of the holders subject to certain limits on the number of shares that
may be converted at any one time. This offering was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933. The Company has
registered under the Securities Act of 1933 the underlying common stock for
resale. On September 9, 1997, the investors converted a total of 1,500 shares of
Series C Convertible Preferred Stock into 83,156 shares of Common Stock.
The Company received net proceeds of approximately $42.8 million from the
initial public offering of its common stock. During the period beginning on
February 15, 1996 (the effective date of the registration statement related to
its initial public offering) and ending on September 30, 1997, the Company used
all of the net proceeds from the offering, of which an estimated $5,333,000 was
used for the purchase and installation of machinery and equipment and an
estimated $37,467,000 was used for the payment of research and development
expenses. The net proceeds were paid to persons other than (i) directors and
officers of the Company or their associates, (ii) persons owning ten percent or
more of any class of equity securities of the Company or (iii) affiliates of the
Company. No other information regarding the use of proceeds has changed since
the filing of the Company's Form SR for the period ended May 15, 1997.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
10
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<S> <C>
3.01 Amended and Restated Certificate of Incorporation (1)
3.02 Bylaws (1)
3.03 Certificate of Designation of Series C Convertible Preferred Stock
(2)
4.01 Specimen Stock Certificate (1)
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
On August 8, 1997, the Company filed a Form 8-K that reported under items 5
and 7 the closing of a private placement of convertible preferred stock on
August 5, 1997.
- ---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 (SEC File No. 33-80725)
(2) Incorporated by reference to the Company's Form 8-K filed with the SEC on
August 5, 1997.
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CyberCash, Inc.
--------------------------------------
(Registrant)
<TABLE>
<S> <C>
Date: November 13, 1997 /s/ WILLIAM N. MELTON
---------------------------------------------
William N. Melton
President and Chief Executive Officer
Date: November 13, 1997 /s/ JAMES J. CONDON
---------------------------------------------
James J. Condon
Chief Financial Officer
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 20,789,274
<SECURITIES> 8,779,773
<RECEIVABLES> 1,382,789
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 31,482,091
<PP&E> 8,260,264
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0
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