<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 (I.R.S. EMPLOYER
OF 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.
Common Stock, $0.001 Par Value
(Class)
25,869,034 Shares
(Outstanding at June 30, 2000)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
CYBERCASH, INC.
FORM 10Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
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 six
months ended June 30, 2000 and 1999....................... 3
Consolidated Balance Sheets as of June 30, 2000 and December
31, 1999.................................................. 4
Consolidated Statements of Cash Flows for the six months
ended June 30, 2000 and 1999.............................. 5
Notes to Consolidated Financial Statements.................. 6
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations................................. 8
Item 3. Qualitative and Quantitative Market Risk Disclosure......... 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings........................................... 11
Item 2. Changes in Securities....................................... 11
Item 3. Defaults Upon Senior Securities............................. 11
Item 4. Submission of Matters to a Vote of Security-Holders......... 11
Item 5. Other Information........................................... 11
Item 6. Exhibits and Reports on Form 8-K............................ 11
Signatures............................................................ 12
</TABLE>
2
<PAGE> 3
PART I -- FINANCIAL INFORMATION
ITEM I. CONSOLIDATED FINANCIAL STATEMENTS
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ---------------------------
2000 1999 2000 1999
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues............................... $ 5,740,837 $ 4,329,002 $ 11,720,944 $ 8,892,121
Less: returns and allowances........... 218,047 110,389 347,497 268,079
----------- ------------ ------------ ------------
Net revenues......................... 5,522,790 4,218,613 11,373,447 8,624,042
Cost of revenues....................... 3,273,817 3,299,736 6,858,132 5,903,954
----------- ------------ ------------ ------------
Gross profit......................... 2,248,973 918,877 4,515,315 2,720,088
Costs and expenses:
Research and development............. 1,885,767 2,395,514 4,347,489 4,942,715
Sales and marketing.................. 3,463,310 4,460,042 7,505,195 8,169,360
General and administrative........... 3,025,244 2,139,245 5,202,350 3,853,407
Amortization of intangibles.......... 2,366,325 1,936,521 4,732,650 3,873,042
----------- ------------ ------------ ------------
Loss from operations................... (8,491,673) (10,012,445) (17,272,369) (18,118,436)
Interest and other income.............. 189,205 51,019 381,009 263,277
Other expense.......................... (67)
Loss from investments.................. (1,000,000) (1,000,000)
----------- ------------ ------------ ------------
Net loss............................... $(8,302,468) $(10,961,426) $(16,891,360) $(18,855,226)
=========== ============ ============ ============
Net loss per share..................... $ (0.33) $ (0.54) $ (0.68) $ (0.94)
=========== ============ ============ ============
</TABLE>
See accompanying notes.
3
<PAGE> 4
CYBERCASH, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 15,590,406 $ 18,176,010
Restricted cash........................................... 354,936 354,936
Accounts receivable, net.................................. 3,320,768 3,394,091
Prepaid expenses and other current assets................. 1,175,840 1,029,631
------------- -------------
Total current assets........................................ 20,441,950 22,954,668
Property and equipment, net................................. 8,946,295 9,965,802
Investment in affiliates.................................... 7,242,941 7,242,941
Other long-term assets...................................... 1,176,256 1,215,514
Intangibles, net............................................ 62,594,089 67,326,739
------------- -------------
Total assets................................................ $ 100,401,531 $ 108,705,664
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 2,892,692 $ 1,714,934
Accrued employee benefits and bonus....................... 1,584,043 1,268,047
Other accrued expenses.................................... 1,461,563 2,320,242
Deferred revenue.......................................... 710,526 1,212,847
------------- -------------
Total current liabilities................................... 6,648,824 6,516,070
Commitments and contingencies
Stockholders' equity:
Common Stock, $.001 par value; 80,000,000 shares
authorized; 25,889,034 shares issued and 25,869,034
outstanding as of June 30, 2000 and 24,701,542 shares
issued and 24,681,542 outstanding as of December 31,
1999................................................... 25,889 24,702
Additional paid-in capital................................ 249,328,202 241,053,526
Accumulated deficit....................................... (154,903,652) (138,012,293)
Treasury stock, at cost, 20,000 shares.................... (120,000) (120,000)
Accumulated other comprehensive income.................... (573,930) (487,432)
Receivable from sale of Common Stock...................... (3,802) (268,909)
------------- -------------
Total stockholders' equity.................................. 93,752,707 102,189,594
------------- -------------
Total liabilities and stockholders' equity.................. $ 100,401,531 $ 108,705,664
============= =============
</TABLE>
See accompanying notes.
4
<PAGE> 5
CYBERCASH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------
2000 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss.................................................. $(16,891,360) $(18,855,226)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation........................................... 2,088,327 1,850,589
Amortization........................................... 4,732,650 3,873,042
Loss from write-off of investment...................... 1,000,000
Expense recognized in association with issuance of
stock, stock options and warrants.................... 1,471,802 735,352
Loss on disposal of assets............................. 158,731
Accrued interest on receivable from sale of Common
Stock................................................ (2,545) (7,565)
Changes in operating assets and liabilities:
Restricted cash...................................... (7,203)
Accounts receivable.................................. 73,323 1,749,520
Prepaid expenses and other current assets............ (146,209) (183,071)
Other long-term assets............................... 39,258 47,220
Accounts payable and accrued expenses................ 635,075 (1,501,266)
Deferred revenue..................................... (502,321) 12,284
------------ ------------
Net cash used in operating activities............. (8,502,000) (11,127,593)
INVESTING ACTIVITIES
Investment in affiliates.................................. 20,441
Purchases of property and equipment....................... (1,068,820) (2,013,643)
------------ ------------
Net cash used in investing activities............. (1,068,820) (1,993,202)
FINANCING ACTIVITIES
Proceeds from sale of Common Stock........................ 5,350,000 14,920,954
Proceeds from receivable from sale of Common Stock........ 267,653 14,170
Proceeds from the issuance of Common Stock through the
Employee Stock Purchase Plan........................... 122,334 238,840
Proceeds from the issuance of Common Stock through the
Employee Stock Option Plan............................. 1,331,727 1,292,458
------------ ------------
Net cash provided by financing activities......... 7,071,714 16,466,422
------------ ------------
Effect of exchange rates changes on cash and cash
equivalents............................................... (86,498) (63,565)
------------ ------------
Net decrease in cash and cash equivalents................... (2,585,604) 3,282,062
Cash and cash equivalents at beginning of period............ 18,176,010 10,902,532
============ ============
Cash and cash equivalents at end of period.................. $ 15,590,406 $ 14,184,594
============ ============
</TABLE>
See accompanying notes.
5
<PAGE> 6
CYBERCASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF OPERATIONS
CyberCash, Inc. ("CyberCash" or the "Company") was incorporated on August
29, 1994 in the state of Delaware. CyberCash is the world leader in secure,
convenient payment technologies and services, enabling e-commerce for merchants
operating in either the physical "brick and mortar" world or the virtual world
of the Internet.
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
Annual Report on Form 10-K for the period ending December 31, 1999. 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. The results of operations and cash flows for the three and
six month periods ended June 30, 2000 and 1999 are not necessarily indicative of
the results for the full year.
2. STOCKHOLDERS' EQUITY
On June 28, 2000, the Melton Foundation, a foundation related to William N.
Melton, purchased 1,000,000 shares of CyberCash Common Stock from the Company at
the closing bid price for the Common Stock for June 28, 2000. Mr. Melton is the
Company's Chairman and a principal stockholder. Net proceeds to the Company were
$5.5 million. In connection with the sale, the Company granted the Melton
Foundation certain "piggy back" rights entitling the Melton Foundation to
include the shares in future registration statements that the Company may file
under the Securities Act of 1933.
On July 26, 2000, the Company and the Buyers under the securities purchase
agreement dated August 19, 1999, amended the agreement postponing the date on
which the One Year Price (as defined in the agreement) applicable to the Common
Stock is to be determined from August 19, 2000 to October 19, 2000. The date on
which the One Year Price applicable to the Warrants is to be determined was not
postponed and the exercise price of the warrants will therefore be reduced to
the One Year Price at August 19, 2000.
3. NET LOSS PER SHARE
The following table sets forth the computation of basic and diluted net
loss per share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ---------------------------
2000 1999 2000 1999
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Numerator:
Net loss available to Common
Stockholders......................... $(8,302,468) $(10,961,426) $(16,891,360) $(18,855,226)
Denominator:
Weighted average shares outstanding.... 24,861,533 20,179,852 24,794,608 19,955,973
----------- ------------ ------------ ------------
Basic and diluted loss per share....... $ (0.33) $ (0.54) $ (0.68) $ (0.94)
=========== ============ ============ ============
</TABLE>
6
<PAGE> 7
CYBERCASH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
4. COMPREHENSIVE LOSS
The components of comprehensive loss for the six months ended June 30, 2000
and 1999 are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ---------------------------
2000 1999 2000 1999
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net loss............................... $(8,302,468) $(10,961,426) $(16,891,360) $(18,855,226)
Foreign currency translation
adjustments.......................... (64,848) (55,448) (86,498) (63,565)
----------- ------------ ------------ ------------
Comprehensive loss..................... $(8,367,316) $(11,016,874) $(16,977,858) $(18,918,791)
=========== ============ ============ ============
</TABLE>
5. SEGMENT INFORMATION
The Company has three reportable segments: Internet Payment Services,
Software Payment Products, and Customization Services. The Company's revenues in
the three and six months ended June 30, 2000 and June 30, 1999 from these
segments were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------------------- -----------------------------------------
SEGMENT 2000 1999 2000 1999
------- ----------------- ----------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Internet Service..... $2,615,800 46% $1,640,959 38% $ 5,068,900 43% $3,014,959 34%
Software Product..... 2,633,593 46% 2,513,108 58% 5,544,491 47% 4,738,108 53%
Customization
Services........... 491,444 8% 174,935 4% 1,107,555 10% 1,138,935 13%
---------- --- ---------- --- ----------- --- ---------- ---
Total............ $5,740,837 100% $4,329,002 100% $11,720,946 100% $8,892,002 100%
========== === ========== === =========== === ========== ===
</TABLE>
6. RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 (SAB 101), as amended, "Revenue Recognition in
Financial Statements." SAB 101 summarizes certain of the SEC's views for
applying generally accepted accounting principles to revenue recognition in
financial statements. SAB 101 is effective in the fourth fiscal quarter of
fiscal years beginning after December 15, 1999. The Company has not yet
determined the impact SAB 101 might have on the Company's statement of financial
position and statement of operations, but is assessing it.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Investors should read the following discussion in conjunction with the
accompanying consolidated financial statements and the notes thereto. Our
reported results for the second quarter of 2000, and the relationship between
those results and the results for prior periods, are not necessarily indicative
of our results in the future. This discussion contains, in addition to
historical information, forward-looking statements that reflect our current
expectations. These forward-looking statements relate to our present plans and
reflect our assumptions about future events and contingencies. They are,
therefore, subject to numerous risks and uncertainties. The rapidly evolving
industry in which we operate necessitates management's continuous re-evaluation
of our business plans. Moreover, the outcome of future events and our actual
results cannot be predicted and could differ significantly from our current
expectations. The section entitled "Risk Factors" in Item 1 of our Annual Report
on Form 10-K for 1999 describe some, but not all, of the factors that could
cause these differences.
RESULTS OF OPERATIONS
REVENUES
The Company's revenue increased 33% and 32% for the three and six-month
periods ended June 30, 2000, respectively, over the comparable periods for 1999,
with growth by business segment as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ------------------------
SEGMENT 2000 1999 % GROWTH 2000 1999 % GROWTH
------- ---------- ---------- -------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Internet Service........... $2,615,800 $1,640,959 59% $ 5,068,900 $3,014,959 68%
Software Product........... 2,633,593 2,513,108 5% 5,544,491 4,738,108 17%
Customization Services..... 491,444 174,935 181% 1,107,555 1,138,935 (3)%
---------- ---------- ----------- ----------
Total................. $5,740,837 $4,329,002 33% $11,720,946 $8,892,002 32%
========== ========== =========== ==========
</TABLE>
The Internet Payment Service segment grew rapidly in both the three and
six-month periods ended June 30, 2000, relative to the comparable periods in
1999. Internet Services represented 46% of the Company's aggregate revenues for
the three-month period ended June 30, 2000, up from 38% for the comparable
period in 1999. For the six-month period ended June 30, 2000, this segment
represented 43% of total revenue, up from 34% in the comparable period last
year. This segment's growth is driven by the installed merchant base, which grew
from 12,800 merchants at the end of the second quarter of 1999 to over 25,000 at
the end of June 2000, a nearly 100% increase. The larger merchant base led to
increased set-up fees, recurring monthly fees and per transaction fees. Revenue
from Software Products also increased, but while this segment represented 46%
and 47% of the Company's aggregate revenue for the three and six-month periods
ended June 30, 2000, respectively, Software Products represented 58% and 53% of
total revenue, respectively in the comparable periods ended June 30, 1999. The
Software Products segment serves the more mature market for physical world
payment processing software, but the Company also believes some "brick and
mortar" merchants delayed payment software purchases in the three-month period
ended June 30, 2000 pending the release of new software versions. Revenue
derived from the Company's Customization Services business grew for the three
months ended June 30, 2000 compared to the same quarter last year, but were down
slightly for the comparable six-month period. The increase for the three-month
period reflects the timing of completion on certain customization projects.
Revenues from the Customization Services business are expected to assume a
relatively minor role in results from operations in the future as the Company
places greater emphasis on our core Internet Service and Software Product
business segments.
Cost of Revenues. Cost of revenues consists primarily of cost of
operations to provide transaction processing and customer support, and the
outsourced production and distribution costs of the tangible media and packaging
for the Company's Software Products. Cost of revenues declined $26,000 from
$3,300,000 for the three months ended June 30, 1999 to $3,274,000 for the three
months ended June 30, 2000, reflecting economies of scale in the Internet
Payment Service business as well as the Company's efforts to more carefully
manage discretionary spending. Such costs increased $954,000 from $5,904,000 for
the six months
8
<PAGE> 9
ended June 30, 1999 to $6,858,000 for the six months ended June 30, 2000. This
16% increase compares to a 32% revenue increase, and also reflects economies of
scale in the Internet Service segment and that segment's increasing proportion
of total revenue.
Research and Development. Research and development expenses consist
primarily of compensation expense and consulting fees to support the development
of our services and technologies. Research and development expenses decreased
$510,000 from $2,396,000 for the three months ended June 30, 1999 to $1,886,000
for the three months ended June 30, 2000 and decreased $596,000 from $4,943,000
for the six months ended June 30, 1999 to $4,347,000 for the six months ended
June 30, 2000. These decreases are due in part to more careful management of
discretionary expenditures, renegotiation of certain vendor agreements, and more
focused development efforts. We plan to continue to make significant investments
in research and development. We have expensed all software development costs as
incurred, and we will continue to do so until it can be demonstrated that future
benefits may be realized from costs incurred to develop our software.
Sales and Marketing. Sales and marketing expenses consist primarily of
compensation expense and advertising and marketing costs. Sales and marketing
expenses decreased $997,000 from $4,460,000 for the three months ended June 30,
1999 to $3,463,000 for the three months ended June 30, 2000 and $664,000 from
$8,169,000 for the six months ended June 30, 1999 to $7,505,000 for the six
months ended June 30, 2000. A large portion of 1999 sales and marketing expense
was related to promoting CyberCash services and products through a multi-media
campaign. While the Company expects to continue investing in additional sales
and marketing personnel, no similar promotional campaigns are planned for the
year ending December 31, 2000.
General and Administrative. General and administrative expenses consist
primarily of compensation expense for management and support personnel and fees
for professional services and other expenses not attributable to a particular
source of revenue or function. General and administrative expenses increased
$886,000 from $2,139,000 for the three months ended June 30, 1999 to $3,025,000
for the three months ended June 30, 2000 and increased $1,349,000 from
$3,853,000 for the six months ended June 30, 1999 to $5,202,000 for the six
months ended June 30, 2000. These increases are largely attributable to non-cash
compensation expense imputed from a personal guarantee made by a principal
stockholder in the Company to the Company's Chief Executive Officer, as well as
costs related to installing a new management team. We anticipate that general
and administrative expenses will remain significant as our operations continue
to develop and expand, however, we do not anticipate that they will increase
significantly.
Amortization of Intangibles. The increase in amortization expense is a
result of the Tellan Software, Inc. acquisition consummated in July 1999. We
accounted for the acquisition as a purchase and accordingly, the purchase price
was allocated to the assets and liabilities acquired at their estimated fair
value as of the date of acquisition. Of the $11.3 million purchase price,
$986,000 was allocated to Tellan's net assets, and the remainder to intangible
assets. These intangible assets are being amortized using the straight-line
method over their estimated useful lives of three to ten years.
Interest Income. Interest income increased $138,000 from $51,000 for the
three months ended June 30, 1999 to $189,000 for the three months ended June 30,
2000, and $118,000 from $263,000 for the six months ended June 30, 1999 to
$381,000 for the six months ended June 30, 2000. The increases reflect higher
average cash balances in 2000 as compared to the same prior year periods.
Loss From Investments. Loss from investments consists of the adjustment of
the carrying value of an investment in a technology company. During the second
quarter of 1999 this asset was determined to be impaired and was written off
based on the criteria established in Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets Disposed of."
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, we had cash and cash equivalents of $15,590,000 compared
to $18,176,000 at December 31, 1999. The decrease of $2,586,000 resulted from a
net loss of $16,891,000, offset by net cash proceeds of $7,072,000 from the
private placement and exercise of stock options and stock purchase through the
employee stock purchase plan, by non-cash expenses of $8,673,000 for
depreciation, amortization,
9
<PAGE> 10
expenses related to the issuance of stock, warrants and options, provision for
doubtful accounts and disposal of property and equipment. Investment in
Operating Assets and Liabilities used $285,000, and the effect of exchange rates
used $86,000 in cash and cash equivalents. In addition, we had cash outflows for
capital expenditures of $1,069,000.
CyberCash currently anticipates that its current available cash resources
combined with future cash flows from operations will be sufficient to meet its
presently anticipated cash needs, including its working capital requirements
into the next fiscal year. If, however, CyberCash is unable to generate positive
earnings from its operations in the future, then the Company will be required to
raise additional funds. Moreover, CyberCash may also need to raise additional
funds in order to:
- fund more rapid expansion,
- develop new or enhanced services,
- respond to competitive pressures or
- acquire complementary businesses or technologies.
If CyberCash does raise additional funds through the issuance of equity
securities, the percentage ownership of the stockholders will be reduced,
stockholders may experience additional dilution, or equity securities issued may
have rights, preferences or privileges senior to those of common stockholders.
The Company cannot assure you that additional financing will be available now or
in the future. If adequate funds are not available or are not available on
acceptable terms, the Company may be unable to develop or enhance its services,
take advantage of future opportunities, or respond to competitive pressures,
which could have a material adverse effect on its business, financial condition
or operating results.
RISKS AND UNCERTAINTIES
Although in its infancy, electronic commerce, or "e-commerce", is emerging
as a viable industry and continues to grow and change rapidly. In this
environment, our success will depend largely on our ability to continue to
expand our established payment processing service and software payments
businesses, and to develop and successfully market new products and services in
a continuously evolving, increasingly competitive business environment. In order
to become profitable, and emerge as a viable long-term enterprise, our product
and service offerings must achieve a sufficiently widespread market acceptance
to generate an adequate return on the level of investment made in our
technology. Our future operating performance will depend in large part on:
- the rate of growth and the changes in electronic commerce market;
- our success in broadening our offerings by adding new products and
services;
- our ability to identify, develop, and deliver products and services that
meet market demands;
- our ability to maintain and expand our distribution channels;
- strategic decisions by major participants in the industry;
- competitive pricing pressures;
- legal and regulatory developments;
- general economic conditions; and
- our ability to develop and maintain key strategic and channel
partnerships.
ITEM 3. QUALITATIVE AND QUANTITATIVE MARKET RISK DISCLOSURE
Not Applicable.
10
<PAGE> 11
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
At the Annual Meeting of Stockholders of CyberCash, Inc. on June 22, 2000
at 10:00 am, (EST), in Reston, Virginia, the following matters were submitted to
a vote of the stockholders:
1) William N. Melton and Garen K. Staglin were reelected as directors of
the Company. The following directors' terms of office continued after
the Annual Meeting of Stockholders: James J. Condon, Daniel Lynch,
Parvinder S. Kohli, Michael Rothschild and Charles Russell.
2) Approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock that the Company is authorized to issue from 40 million shares to
80 million shares.
3) Ratification of appointment of independent auditors. The appointment of
Ernst & Young LLP for the year ending December 31, 2000 was ratified by
the stockholders.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
TABULATION OF VOTES
--------------------------------------------------------------------------------------------------------
MATTER IN FAVOR WITHHELD/AGAINST ABSTENTIONS BROKER NONVOTES
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Director Election:
William N. Melton 20,921,800 205,575 -- --
--------------------------------------------------------------------------------------------------------
Director Election:
Garen K. Staglin 20,930,687 196,688 -- --
--------------------------------------------------------------------------------------------------------
Amendment of the Amended and Restated
Certificate of Incorporations 20,368,930 685,398 73,047 --
--------------------------------------------------------------------------------------------------------
Appointment of Independent Auditors 21,032,890 62,197 32,288 --
--------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
4.26 Second Amendment, dated July 26, 2000, to Securities
Purchase Agreement dated August 19, 1999.
</TABLE>
(b) Reports on Form 8-K
On June 30, 2000, the Company filed a Form 8-K announcing that it had
entered into a subscription agreement whereby the Company agreed to issue and
sell one million shares of the Company's common stock to the Melton Foundation.
11
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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)
/s/ JAMES J. CONDON
James J. Condon
President and Chief Executive Officer
Date: August 9, 2000
/s/ JOHN H. KARNES
John H. Karnes
Executive Vice President and Chief
Financial Officer
Date: August 9, 2000
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