4,665,419 ORDINARY SHARES
SIMPLAYER.COM LTD.
All of these Ordinary Shares are being offered for sale by the selling
securityholders listed on page 10.
The Ordinary Shares registered here include Ordinary Shares issued by
SimPlayer in a private placement financing which closed in February 2000,
Ordinary Shares purchased by EVisionLLC.com from certain of the early investors
in the Company, and Ordinary Shares purchased by Givol & Associates L.P.
pursuant to the exercise of employee stock options. On April 18, 2000, the
Company received confirmation from EVisionLLC.com and from Givol & Associates
that as of that date, neither entity had any current plans to sell Ordinary
Shares being registered here.
SimPlayer.com Ltd. will not receive any of the proceeds from the sale of
these Ordinary Shares by any of the selling securityholders, although we may
receive $6.00, $8.00 or $10.00 per share upon exercise of warrants issued in
February 2000 for the purchase of up to 55,000, 35,000 and 30,000 Ordinary
Shares, respectively. Assuming an offering price of $5.75 per share, the selling
securityholders will receive net proceeds of $26,826,159.
SimPlayer's Ordinary Shares are traded on the Nasdaq SmallCap Market under
the symbol "SMPL". The last reported sale price of the Ordinary Shares on April
20, 2000 was $5.75.
The corporate headquarters of SimPlayer is 2 Mohaliver Street, Yehood,
Israel 56207 and the principal office in the United States is 91 Montvale
Avenue, Stoneham, Massachusetts 02180.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR INFORMATION THAT YOU SHOULD
CONSIDER BEFORE INVESTING.
--------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------
THE DATE OF THIS PROSPECTUS IS MAY 16, 2000
<PAGE>
SIMPLAYER.COM LTD.
SimPlayer, formerly known as LOGAL Educational Software & Systems Ltd.,
is an early-stage business based on proprietary technology that transforms raw
data into visual, dynamic and interactive, "sticky" web applications.
SimPlayer is pioneering a new way for Internet users to seek and
receive electronic information. We have developed a proprietary web-based
technology, SimPlayer, that allows its users to request, visualize and interact
with this information. The technology can be used for simulation, statistical
analysis, real-time entertainment, and commerce. We intend to use this
technology to develop immersive, interactive applications for the sports market.
We plan to use the SimPlayer technology first to develop a series of
baseball applications, and we may then create applications for other sports such
as football, basketball, hockey and golf. The baseball applications may include
animated versions of actual baseball games; tools to analyze statistics, compare
players and manage fantasy leagues; and multi-player, statistically driven
virtual baseball games.
We believe that the sports applications we are creating with SimPlayer
are "sticky" applications - applications that draw users to a site, keep them
there, and give them a reason to return. We anticipate that users of the
baseball applications will spend time following animations of real games,
comparing players, analyzing their fantasy leagues and playing virtual games.
These users are also likely to be avid baseball fans that we believe will
constitute an audience that is attractive to advertisers and sponsors.
RISK FACTORS
AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW TOGETHER WITH THE OTHER INFORMATION
ABOUT SIMPLAYER IN THIS PROSPECTUS AND IN THE DOCUMENTS REFERRED TO IN THIS
PROSPECTUS BEFORE DECIDING TO INVEST IN OUR ORDINARY SHARES. IF ONE OR MORE OF
THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, RESULTS OF OPERATIONS AND
FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY AFFECTED, THE TRADING PRICE OF
OUR ORDINARY SHARES COULD DECLINE, AND YOU MIGHT LOSE ALL OR PART OF YOUR
INVESTMENT. SEE "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS."
RISKS RELATED TO SIMPLAYER
WE HAVE ALMOST NO OPERATING HISTORY WITH OUR SIMPLAYER BUSINESS AND WILL
ENCOUNTER THE DIFFICULTIES OF AN EARLY STAGE VENTURE
We have been engaged in the SimPlayer business only since mid 1999, and
committed to it exclusively only following the sale of our education related
business in July 1999. The SimPlayer business is new and untested. As of April
10, 2000 we have not entered any revenue generating agreements. We will
encounter risks and difficulties typical of early-stage ventures in new and
rapidly evolving markets. These risks include, among others, that:
o we may be unable to develop or implement an appropriate and sustainable
revenue model;
o we may be unable to recruit and retain needed management and key personnel;
o we may be unable to establish necessary strategic partnerships and
relationships;
o companies significantly larger and better financed than us may present
insurmountable competition and market dominance;
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<PAGE>
o the market for our applications is new and rapidly changing and we may be
unable to anticipate or keep up in it;
o our SimPlayer technology is new and unproven;
o we may face technological obstacles or delays in implementing the SimPlayer
technology or its applications in the constantly changing Internet
environment;
o we may be unable to find additional capital to finance further development
and operations before the SimPlayer business generates cash, if ever; and
o we may be unable to otherwise manage our rapidly expanding operations.
WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
Since incorporation in 1991 we have experienced limited revenues and
incurred significant operating losses. As of December 31, 1999, we had
accumulated losses from continuing operations during the development stage of
our SimPlayer business of $1.33 million. We expect losses and negative cash flow
from operations to continue for the foreseeable future as we continue to incur
significant operating expenses and make investments to enhance our products and
services. We anticipate that our operating expenses will increase significantly
to:
o develop and enhance our technology;
o increase business development, product development, sales and marketing and
operations staff expenses;
o create and introduce our product offerings;
o improve and expand our facilities; and
o pursue strategic relationships.
We may never generate sufficient revenues to achieve profitability. Even if we
do achieve profitability, we might not sustain or increase profitability on a
quarterly or annual basis in the future.
WE WILL NEED TO ACQUIRE LICENSES FROM MAJOR SPORTS ORGANIZATIONS AND FOR KEY
SPORTING EVENTS, BUT THE COST AND COMPETITION FOR THESE LICENSES COULD PREVENT
US FROM DOING SO
We will need ongoing licenses to the statistics relating to sporting
events, and to extensive trademarked and copyrighted items such as team logos
and photos of athletes. We might not be successful in acquiring all the licenses
we want, particularly exclusive licenses relating to live events, at all or on
favorable terms, especially if third parties, such as traditional media
companies, which have significantly greater resources, experience and bargaining
leverage than we do, compete for those licenses. We may also acquire such
licenses through strategic partners who subsequently lose the license. If we are
unable to acquire these licenses, or, having acquired these licenses, if we
subsequently lose them, our ability to grow our business as currently planned
will be limited.
WE WILL BE DEPENDENT ON STRATEGIC PARTNERS
The SimPlayer business will probably rely on strategic partners to
implement SimPlayer applications and to reach Internet users and to provide
access to desirable proprietary rights discussed above. Our business, operating
results and financial condition could be materially adversely affected if we do
not establish strategic relationships on commercially reasonable terms. We may
be unable to establish or maintain needed strategic relationships. Failure to
establish or maintain needed strategic relationships could impact the promotion
and the breadth of our products and services and could affect our ability to
acquire additional rights or secure sponsorships. Future contractual
arrangements may place restrictions on relationships with other potential
strategic partners.
-3-
<PAGE>
WE MAY BE UNABLE TO IMPLEMENT A SUSTAINABLE REVENUE MODEL
Our business model is evolving and will continue to evolve as we gain
more operating experience and adapt to a changing business environment. We are
in the process of identifying revenue opportunities for the SimPlayer business,
yet the Internet market is rapidly changing and we may be unable to implement an
effective and sustainable revenue model. Accordingly, our business may never be
successful, sustain revenue growth or be profitable.
THE SIMPLAYER TECHNOLOGY IS NEW AND UNPROVEN
As of April 10, 2000, the SimPlayer technology has been implemented
only to a limited extent on our Web sites. It may never work as well as we
currently anticipate, attract the users that we hope or permit the revenue
streams we desire. We intend to spend a significant amount of time and money
developing new and enhanced content, products and services. Our development
efforts might not keep pace with technological developments, evolving industry
standards or competing sports-related content or interactive technologies.
PRODUCTS BASED ON THE SIMPLAYER TECHNOLOGY MAY NOT ACHIEVE MARKET ACCEPTANCE
The success of our business will depend on sports fans actively using
our products. Even if our technology works well, our products and services may
not achieve market acceptance by users, partners, sponsors, advertisers and
merchants. The market for Web simulations and "sticky" applications has only
recently begun to develop, and it is difficult to predict what features will be
important and attractive to customers.
COMPETITORS WHO ARE LARGER AND BETTER FINANCED COULD PUT US OUT OF BUSINESS
We anticipate facing competition from companies offering sports-related
content on the Web, as well as from companies offering interactive Internet
technologies for dynamic Web visualizations. Competition on both of these fronts
is intense. Although we believe that the Internet market will provide
opportunities for more than one supplier of products and services similar to
ours, it is possible that we will be overshadowed by our competitors, many of
which have greater experience and resources than we have.
COMPETITORS OFFERING INTERNET-BASED, SPORTS RELATED CONTENT. We
anticipate that we will be competing for users, revenue and the rights to
sports-related content with many entities, such as:
o entities that provide access to sports-related content and services, many
of which have been established by traditional media companies through Web
entities targeted to sports enthusiasts generally, Web search and retrieval
services and other high traffic Web entities;
o Web entities targeted to enthusiasts of particular college or professional
sports, some of which have the advantage of being the official site for a
given league, team, event or institution;
o vendors of sports information, merchandise, products and services
distributed through other means, including retail stores, mail, facsimile
and private online bulletin board services; and
o television, radio and other established media entities that broadcast
sporting events.
We anticipate that, as the Internet and other interactive distribution systems
converge with traditional television broadcasting and cable, significant
competition for sport-related content on the Internet might also come from the
providers of broadband networks, including sports-oriented cable networks. Many
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<PAGE>
of these competitors have significantly longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than we do. Competition from these entities
could make our entry into this field significantly more difficult and hamper our
ability to attract users, market share and/or sponsorship opportunities.
COMPETITORS OFFERING INTERACTIVE TECHNOLOGY. A number of companies
offer interactive technology addressing certain of our target markets. These
competitors include companies such as Microsoft, Sun Microsystems and
Macromedia, which currently offer products which provide portions of the
functionality that SimPlayer is anticipated to offer. These competitors have
existing market recognition and significantly greater resources than we do. They
may in the future expand their functionality. Even if we can deliver greater
functionality, we may be unable to attract market-share. Further, they could use
their larger size and market position to win business which would otherwise be
ours, and they may already have contractual arrangements or personal
relationships which could make it difficult for us to gain market share.
WE WILL NEED TO ATTRACT AND RETAIN KEY MANAGEMENT, BUSINESS DEVELOPMENT AND
TECHNICAL PERSONNEL, AND DOING SO MAY BE DIFFICULT ON TERMS ACCEPTABLE TO US, IF
AT ALL
We currently anticipate hiring key management to implement the growth
of the SimPlayer business. Management, in turn, will need to hire additional
business development and technical personnel. Ours is a very competitive
employment market, and we may be unable to attract such personnel on acceptable
terms, if at all. Our future success will depend, in substantial part, on the
continued service of our senior management, particularly Yoel Givol, our Chief
Executive Officer, and Elaine LeBlanc, our Executive Vice President. We do not
maintain key man life insurance on any of our senior executives. The loss of any
of our key personnel or our failure to attract additional personnel could harm
our business.
LAWSUITS CLAIMING THAT WE INFRINGE OTHER PARTIES' INTELLECTUAL PROPERTY COULD BE
DEVASTATING
There can be no assurance that third parties will not claim
infringement with respect to our current or future products. We may be subject
to legal claims that the use of the statistics on which our products depend, or
the use of trademarks or copyrights shown on our Web sites or the Web sites of
our customers and partners, is unauthorized and infringes a third party's
rights. We also expect that developers of Web-based application software
products will increasingly be subject to infringement claims as the number of
products and competitors grow and as the functionality of products in different
segments of the software industry increasingly overlaps. Any claims, with or
without merit, could be time-consuming to defend, result in costly litigation,
divert management's attention and resources, require us to revise all or
portions of our Web sites, or require us to enter into royalty or licensing
agreements. Revisions to our Web site could be costly and could cause us to lose
customers. Royalty or licensing agreements, if required, may not be available on
terms acceptable to us or at all.
IF WE LOSE THE COMPETITIVE ADVANTAGE OF OUR INTELLECTUAL PROPERTY, WE COULD BE
OVERWHELMED BY COMPETITORS
We currently rely on a combination of patent, copyright and trademark
laws, trade secrets, confidentiality procedures and contractual provisions to
protect proprietary rights. These precautions may be inadequate, and existing or
future competitors may independently develop technologies that are substantially
equivalent or superior to ours. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to copy aspects of our products or to
obtain and use information that we regard as proprietary without paying us for
it.
-5-
<PAGE>
WE COULD BE SUBJECT TO LEGAL CLAIMS IN CONNECTION WITH THE TECHNOLOGY WE MAKE
AVAILABLE ON THE INTERNET
Software products as complex as ours may contain undetected errors, or
bugs, which result in product failures, or otherwise fail to perform in
accordance with customer expectations. Our products may be particularly
susceptible to bugs or performance degradation because of the emerging nature of
Web technologies and the stress that may be placed on our products by the full
deployment of our products over the Web. Product performance problems could
result in loss of or delay in revenue, loss of market share, failure to achieve
market acceptance, diversion of development resources or injury to our
reputation.
WE CANNOT PREDICT THE SIZE OR VIABILITY OF THE SPORTS NEW MEDIA MARKET
The market for online sports content is rapidly evolving and is
characterized, among other things, by an increasing number of market entrants.
Demand and market acceptance for recently introduced services is subject to a
high level of uncertainty and risk. Sports fans who are accustomed to passive
listening or viewing of sports coverage provided by traditional media might not
be interested in the interactive sports entertainment. It is difficult to
predict the future growth rate, if any, and size of this market because the
market for online sports content is new and evolving. The market for online
sports content might not continue to develop. If the use of online sports
content does not continue to grow, it will be difficult to attract customers,
strategic partners and revenues.
WE MAY BE UNABLE TO OBTAIN ADDITIONAL FUNDS NEEDED TO FINANCE THE GROWTH OF THE
SIMPLAYER BUSINESS
We may need to raise additional funds and we cannot be certain that we will
be able to do so on favorable terms, if at all. If we issue additional equity
securities, stockholders may experience dilution or the new equity securities
may have rights, preferences or privileges senior to those of existing holders
of our securities. If adequate funds are not available or are not available on
acceptable terms, we might not be able to develop or enhance our services, take
advantage of future opportunities or respond to competitive pressure.
RISKS RELATED TO THE INTERNET
WE DEPEND ON THE CONTINUED GROWTH IN USE AND EFFICIENT OPERATION OF THE INTERNET
The Internet industry is new and rapidly evolving. Our business would be
materially adversely affected if Internet usage does not continue to grow or
grows more slowly than anticipated. Internet usage might be inhibited for a
number of reasons, including:
o inadequate network infrastructure;
o security concerns;
o inconsistent quality of service;
o lack of availability of cost-effective, high-speed access to the Internet;
o governmental regulations; or
o uncertainty regarding intellectual property ownership.
Any of these could cause our users to perceive the Internet in general or our
products and services in particular as expensive or unreliable and, therefore,
cause them to use other media to obtain their sports information.
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<PAGE>
WE MIGHT NOT BE ABLE TO DELIVER VARIOUS PRODUCTS OR SERVICES IF THIRD PARTIES
FAIL TO PROVIDE US WITH RELIABLE SOFTWARE, SYSTEMS AND RELATED SERVICES
Our users and customers will depend on Internet service providers,
online service providers and other Web site operators for access to our products
and services. We also will depend on third-party information providers to
deliver information and data feeds to us on a timely basis. Many of these third
parties have experienced significant outages in the past and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems in the future. Our users and customers could experience disruptions or
interruptions in service due to the failure or delay in the transmission or our
receipt of this information. We also depend on third parties to maintain and
provide monitoring on our servers. Our operations are dependent on such third
parties' ability to protect our servers against damage from fire, power loss,
flooding, telecommunications failures, vandalism and other malicious acts, and
similar unexpected adverse events. If the hosting facilities we use for our
servers are disabled or malfunction, access to our products and services would
be limited or eliminated.
INFORMATION DISPLAYED ON OUR WEB SITE MAY SUBJECT US TO LITIGATION AND THE
RELATED COSTS
We may be subject to claims for defamation, libel, copyright or
trademark infringement or based on other theories relating to information
published on our Web sites. We could also be subject to claims based upon the
content that is accessible from our Web sites through links to other Web sites.
Defending against any such claims could be costly and divert the attention of
management from the operation of our business.
GOVERNMENT REGULATION OF THE INTERNET AND ONLINE COMMERCE IS STILL DEVELOPING
AND COULD INCREASE OUR OPERATING COSTS OR OTHERWISE ADVERSELY AFFECT OUR
BUSINESS
There are existing laws and regulations that specifically regulate
communications or commerce on the Internet. Further, laws and regulations that
address issues such as user privacy, pricing, content, taxation and the
characteristics and quality of online products and services are under
consideration by federal, state, local and foreign governments and agencies. New
laws or regulations relating to the Internet, or new applications or
interpretations of existing laws, could adversely affect our business by
increasing our operating costs or otherwise.
WE MAY LOSE CUSTOMERS AND REVENUE OPPORTUNITIES IF WE ARE NOT ABLE TO ACQUIRE OR
MAINTAIN AN EFFECTIVE WEB ADDRESS
We currently hold the domain names "SimPlayer.com" and
"eSportsPlus.com," as well as other related names. We may not be able to prevent
third parties from acquiring Web addresses that are similar to ours. If that
should occur, we could lose customers and revenue opportunities to those third
parties. Domain names generally are regulated by Internet regulatory bodies and
their designees. The regulation of domain names in the United States and in
foreign countries is subject to change. As a result, we may not acquire or
maintain the "SimPlayer.com" and "eSportsPlus.com" domain names in all of the
countries in which we may conduct business in the future. Furthermore, the
relationship between regulations governing such addresses and laws protecting
trademarks is not clear.
CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MIGHT IMPEDE OUR ABILITY TO GENERATE REVENUES
Our infrastructure is potentially vulnerable to physical or electronic
break-ins, viruses or similar problems. If a person circumvents our security
measures, he or she could misappropriate proprietary information or cause
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<PAGE>
interruptions in our operations. Security breaches could result in access to
confidential information and could damage our reputation and expose us to a risk
of loss or liability. We might be required to make significant investments and
efforts to protect against or remedy security breaches. If we do not adequately
address these concerns, our business, operating results and financial condition
would be materially adversely affected.
RISKS RELATED TO THE MARKET FOR OUR STOCK
BECAUSE OUR STOCK PRICE IS VOLATILE, SHARES COULD LOSE THEIR VALUE RAPIDLY
The price of our Ordinary Shares fluctuates widely. The price of our
Ordinary Shares has ranged between $0.188 and $14.00 in the fifty-two week
period ended April 10, 2000. The stock market has experienced extreme price and
volume fluctuations from time to time, particularly for small capitalization
companies in response to a number of events and factors, such as the
announcement of strategic transactions, quarterly variations in results of
operations, changes in financial estimates and recommendations by securities
analysts, the operating and stock price performance of other companies that
investors may deem comparable to ours, and news relating to trends in our
markets. In addition, the stock market in general, and the market prices for
Internet-related companies in particular, have experienced extreme volatility
that often has been unrelated to the operating performance of such companies.
These broad market and industry fluctuations may adversely affect the price of
our Common Stock, regardless of our operating performance.
SEASONAL TRENDS MIGHT AFFECT OUR QUARTERLY RESULTS AND COULD CAUSE VOLATILITY IN
OUR STOCK PRICE
We anticipate that we may experience seasonal trends in our revenues.
Interest in the sporting events that we intend to cover tends to fluctuate
throughout the year, with heightened interest coming in connection with major
sporting events. As a result, we anticipate that revenues may be higher in some
quarters. Seasonality might negatively affect our operating results and might
cause volatility in our stock price.
OUR STOCK PRICE COULD BE DEPRESSED BY THE SALE OF A LARGE NUMBER OF SHARES WHICH
COULD BE PURCHASED UNDER EMPLOYEE STOCK OPTIONS AT PRICES RANGING FROM $0.18 TO
$2.88 PER SHARE
As of April 10, 2000, outstanding employee stock options include options for the
purchase of approximately 1.36 million Ordinary Shares at a exercise price
ranging from $0.18 to $2.83 per share. Of these, options to purchase
approximately 430,000 shares are currently available for exercise, and options
to purchase approximately 520,000 additional shares may become exercisable in
the next six months. The exercise of any of these options and sale of the shares
into the public market may depress our stock price.
RISKS RELATED TO DOING BUSINESS IN ISRAEL
STATE OF CONFLICT INVOLVING ISRAEL
We are incorporated under Israeli law and maintain research and
development facilities in the State of Israel. Political, economic and military
conditions in Israel directly affect our operations. Since the establishment of
the State of Israel in 1948, a number of armed conflicts have taken place
between Israel and its Arab neighbors and a state of hostility, varying in
degree and intensity, has led to security and economic problems for Israel. We
could be affected by major hostilities involving Israel, the interruption or
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curtailment of trade between Israel and its trading partners or a significant
downturn in the economic or financial condition of Israel. In particular, we
could lose a significant portion of our Israeli research and development team if
they are called to military service, under Israel's mandatory reserve duties.
IT MAY BE DIFFICULT TO SERVE AND ENFORCE LEGAL PROCESS AGAINST US AND OUR
DIRECTORS AND OFFICERS
We are incorporated in Israel. Over half of our directors are
nonresidents of the United States, and the assets of these persons as well as a
substantial portion of our assets are located outside the United States.
Therefore, it may be difficult to enforce a judgment obtained in the United
States against us or any of those persons.
THE IRS COULD TREAT US AS A PASSIVE FOREIGN INVESTMENT COMPANY
If, for any taxable year, our passive income or our assets which
produce passive income exceed levels provided by law, we may be characterized as
a passive foreign investment company (or "PFIC") for U.S. federal income tax
purposes. This characterization could result in adverse U.S. tax consequences to
our shareholders. U.S. shareholders and investors should consult with their own
U.S. tax advisors with respect to the U.S. tax consequences of investing in our
Ordinary Shares.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference in it
contain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, made under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, relating to, among other things, our future
revenues, operating income, net income per ordinary share, products and
services, markets, and plans and objectives of management. These statements can
sometimes be identified by our use of forward-looking words such as "may,"
"will," "anticipate," "estimate," "believe," "expect," "intend," "project" or
similar expressions. All forward-looking statements in this prospectus are based
on information available to us on the date of this prospectus. These
forward-looking statements are subject to risks, uncertainties and assumptions
about us and our future business including, among other things, those set forth
under "Risk Factors". We cannot promise that our expectations in any
forward-looking statements will turn out to be correct. We undertake no
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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<PAGE>
USE OF PROCEEDS
SimPlayer will receive no part of the proceeds from the sale of any of
the shares by any one of the selling securityholders although we may receive
$6.00, $8.00 or $10.00 per share upon exercise of the warrants issued in
February 2000 for purchase of 55,000, 35,000 and 30,000 Ordinary Shares
respectively.
SELLING SECURITYHOLDERS
The following table sets forth certain information as of April 10, 2000
relating to Ordinary Shares of SimPlayer held by each selling securityholder.
The shares may be offered from time to time by any of the selling
securityholders or by those individuals and entities to whom they may transfer
or distribute the shares. See "Plan of Distribution."
In calculating the number of shares owned by each selling
securityholder after the offering, we have assumed that the selling
securityholders will sell all of Ordinary Shares of SimPlayer registered under
the registration statement of which this prospectus is a part. The selling
securityholders may sell all or any part of their shares registered under this
prospectus.
The number and percentage of shares owned is based on 9,026,772
Ordinary Shares outstanding at April 10, 2000.
<TABLE><CAPTION>
SHARES BENEFICIALLY
SHARES BENEFICIALLY OWNED SHARES OFFERED OWNED
NAME OF PRIOR TO OFFERING BY THIS AFTER THE OFFERING
SELLING SECURITYHOLDER NUMBER PERCENTAGE PROSPECTUS NUMBER PERCENTAGE
- ---------------------- ------ ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Amban Ltd. 20,000 * 20,000 0 *
CAPVentures Ltd. 168,000 1.9% 168,000 0 *
Effi Atad 54,600 * 54,600 0 *
Elieser Kaplan 39,800 * 23,000 0 *
EVISIONLLC.COM, LLC(1) 2,387,919 26.5% 2,387,919 0 *
F.C.C. Ltd.(2) 559,160 6.1% 359,500 199,660 2.2%*
Galili Amir 18,800 * 18,800 0 *
Gertler Asher 25,200 * 25,200 0 *
Gertler Ilan 25,200 * 25,200 0 *
Givol and Associates L.P.(3) 880,000 9.7% 880,000 0 *
Gilad Altshuler 168,000 1.1% 168,000 0 *
Integral International Inc 50,000 * 50,000 0 *
Israel Brokerage and Investments 20,000 * 20,000 0 *
I.B.I. Ltd
Amiram Katz 18,800 * 18,800 0 *
Koor Tadiran Provident Ltd. 20,000 * 20,000 0 *
Makdoor Investments 238,800 2.6% 238,800 0 *
Renanim Trading Ltd. 20,000 * 20,000 0 *
Sim-data holdings (2000) Ltd 100,800 1.1% 100,800 0 *
Skandia Capital A/S 30,000 * 30,000 0 *
Tagmulim Bamoshavim Ltd. 20,000 * 20,000 0 *
</TABLE>
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- -------------------
* Represents ownership of less than one percent of outstanding Ordinary Shares.
(1) EVISION.COM, LLC ("E-Vision") has as its members the following entities,
each of which owns an equal interest in E-Vision: NILETT LLC, MARIN.COM
LLC, SABLINE LLC, SHG.COM LLC, GOG LLC and ECO LLC. Yoel Givol, SimPlayer's
Chief Executive Officer and a director, is the managing member of SHG.COM
LLC, and members of Mr. Givol's family are members of GOG LLC and ECO LLC.
Mr. Givol disclaims beneficial ownership of any interest not beneficially
held by him. Pat McDonagh, a director of SimPlayer, is a member of NILETT
LLC, and a trust for the benefit of members of Mr. McDonagh's family is a
member of SABLINE LLC. Mr. McDonagh disclaims beneficial ownership of any
interest not directly held by him.
(2) Includes warrants to purchase 55,000 Ordinary Shares at a purchase price of
$6.00 per share, 35,000 Ordinary Shares at a purchase price of $8.00 per
share and 30,000 Ordinary Shares at a purchase price of $10.00 per share
which are exercisable before February 21, 2001, but does not include 20,000
Ordinary Shares held by Renanim Trading Ltd. or 59,250 Ordinary Shares
owned by Yacov Reizman, controlling shareholder of Azimuth Ltd. F.C.C. Ltd.
and Renanim Trading Ltd. are both wholly-owned subsidiaries of Azimuth Ltd.
(3) Does not include 289,173 Ordinary Shares owned by Yoel Givol and 9,429
Ordinary Shares owned by Sharona Givol. Givol and Associates L.P. is a
limited partnership with Yoel Givol, the President and Chief Executive
Officer of SimPlayer, his wife, Sharona Givol, and son, Yotam Givol, of
which Mr. Givol is the general partner.
(4) Does not include 359,500 Ordinary Shares beneficially owned by F.C.C. Ltd.
or 59,250 Ordinary Shares owned by Yacov Reizman, controlling shareholder
of Azimuth Ltd. F.C.C. Ltd. and Renanim Trading Ltd. are both wholly-owned
subsidiaries of Azimouth Ltd.
Except as noted below, to the best of our knowledge, none of the
selling securityholders had any material relationship with SimPlayer or any of
its affiliates within the three-year period ending on the date of this
prospectus.
Renanim Trading Ltd. assisted in and received finder's fees in
connection with SimPlayer's private placement of 1,202,500 Ordinary Shares which
was completed on February 22, 2000.
EVISION.COM, LLC has as its members the following entities, each of
which owns an equal interest in E-Vision: NILETT LLC, MARIN.COM LLC, SABLINE
LLC, SHG.COM LLC, GOG LLC and ECO LLC. Yoel Givol, SimPlayer's Chief Executive
Officer and a director, is the managing member of SHG.COM LLC, and members of
Mr. Givol's family are members of GOG LLC and ECO LLC. Pat McDonagh, a director
of SimPlayer, is a member of NILETT LLC, and a trust for the benefit of members
of Mr. McDonagh's family is a member of SABLINE LLC. Barry O'Callaghan, the
Managing Director of E-Vision, is also a director of SimPlayer.
The Chairman and CEO of CAP Ventures Ltd., Michael Anghel, is also a
director of SimPlayer.
Jonathan Ilany, a director of SimPlayer, owns approximately 6% of
Azimuth Ltd. F.C.C. Ltd. and Renanim Trading Ltd. are both wholly-owned
subsidiaries of Azimuth Ltd.
-11-
<PAGE>
PLAN OF DISTRIBUTION
The ordinary shares offered under this prospectus may be sold from time
to time by or for the account of any of the selling securityholders or by those
individuals and entities to whom they pledge, donate, distribute or transfer
their shares or other successors in interest. The selling securityholders may
also loan or pledge the shares registered under this prospectus to a
broker-dealer and the broker-dealer may sell the shares so loaned or upon a
default the broker-dealer may effect sales of the pledged shares using this
prospectus. The selling securityholders will act independently of SimPlayer in
making decisions with respect to the timing, manner and size of each sale.
The distribution of the Ordinary Shares offered under this prospectus
by the selling securityholders is not subject to any underwriting agreement. The
selling securityholders may sell such shares offered under this prospectus on
the Nasdaq SmallCap Market or in private sales at negotiated prices, directly to
a purchaser or through a broker. The shares offered under this prospectus may be
sold at a fixed offering price, which may be changed, at the prevailing market
price at the time of sale, at prices related to such prevailing market price or
at negotiated prices.
The selling securityholders and any underwriter, dealer or agent who
participate in the distribution of such shares may be deemed to be
"underwriters" under the Securities Act, and any discount, commission or
concession received by such persons might be deemed to be an underwriting
discount or commission under the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the Ordinary Shares offered under this prospectus will be sold in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states these shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from
the registration or qualification requirement is available and is complied with.
If and when any of the shares covered by this prospectus qualifies for
sale under Rule 144 under the Securities Act, they may be sold under Rule 144
rather than under this prospectus.
Since the selling securityholders are not restricted as to the price or
prices at which they may sell the Ordinary Shares offered under this prospectus,
sales of such shares at less than the market prices may depress the market price
of SimPlayer's ordinary shares on the Nasdaq SmallCap Market.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Ordinary Shares offered under this
prospectus may not simultaneously engage in market making activities with
respect to the shares for a period of time prior to the commencement of such
distribution. In addition, each selling securityholder will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations under such Act, including, but not limited to, Rule 10b-5 and
Regulation M, which provisions may limit the timing of purchases and sales of
the shares by the selling securityholders.
We are paying the expenses of registering these shares for offer and
sale by the selling securityholders, other than selling commissions and the fees
and expenses of their counsel or other advisors. We have also agreed to
indemnify certain of the selling securityholders against certain liabilities,
including liabilities under the Securities Act and the Exchange Act.
We are permitted to suspend the use of this prospectus shares under
certain circumstances relating to pending corporate developments and public
filings with the Securities and Exchange Commission, and similar events.
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<PAGE>
LEGAL MATTERS
The validity of the Ordinary Shares offered under this prospectus and
certain legal matters under Israeli law will be passed upon by Kleinhendler &
Halevy, Israeli counsel for SimPlayer.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference to the Annual Report on Form 20-F of SimPlayer Ltd. for the year
ended December 31, 1999 have been so incorporated in reliance upon the reports
of Kost, Forer and Gabbay, a member of Ernst and Young International independent
auditors, have audited our consolidated financial statements included in our
Annural Report on Form 20-F for the year ended December 31, 1999, as set forth
in their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements are
incorporated by reference in reliance on Kost, Forer and Gabbay's report given
on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual and special reports and other information with the SEC.
You can inspect and copy the registration statement as well as reports and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. You can obtain
copies from the public reference room of the SEC upon payment of certain fees.
You may call the SEC at 1-800-732-0330 for further information about the public
reference room. Our Ordinary Shares are quoted on the Nasdaq SmallCap Market.
Reports, proxy and information statements and other information concerning
SimPlayer Ltd. may be inspected at The Nasdaq Stock Market at 1735 K Street, NW,
Washington, D.C. 20006.
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information to you by referring you to those documents. The following documents
filed by SimPlayer with the Commission File No. 0-27946, are incorporated by
reference to this prospectus, except as superceded or modified by this
prospectus or later filings:
o our Annual Report on Form 20-F for the fiscal year ended December 31, 1999;
o our Report on Form 6-K dated February 10, 2000;
o our Report on Form 6-K dated February 17, 2000;
o our Report on Form 6-K dated February 23, 2000;
o our Report onForm 6-K dated April 24, 2000;
o our Report on Form 6-K dated April 24, 2000; and
o our Report on Form 6-K dated May 16, 2000.
The description of SimPlayer's Ordinary Shares, par value NIS 0.01 per
share, contained in SimPlayer's registration statement on Form F-1 dated March
19, 1996, including any amendment or report filed for the purpose of updating
the description of SimPlayer's Ordinary Shares.
We are also incorporating by reference all documents that we file with
the Commission pursuant to Sections 13(a), 13(c) and 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of the offering.
You may request a copy of these filings, at no cost, by writing or telephoning
us at SimPlayer.com Ltd., 2 Mohaliver Street, Yehood, Israel 56207, Attention:
President, telephone: 972-6-693-8880 or (781) 481-9120. A copy of each report
submitted in accordance with applicable United States law is available for
public review at the SimPlayer's principal executive offices.
We have filed with the SEC a registration statement on Form F-3 under
the Securities Act, with respect to the shares offered under this prospectus.
This prospectus, which constitutes a part of the registration statement, does
not contain all the information set forth in the registration statement and
exhibits thereto, certain portions of which have been omitted from this
prospectus as permitted by the rules and regulations of the SEC. You may obtain
copies of the registration statement and any amendments (including the omitted
portions), including exhibits thereto, from the SEC upon payment of prescribed
rates. For further information with respect to ordinary shares, we refer you to
the registration statement and the exhibits thereto. Statements contained in
this prospectus or the registration statement relating to the contents of any
contract or other document filed as an exhibit to the registration statement are
necessarily summaries of those documents and are not necessarily complete, and
each such statement is qualified in all respects by reference to the full text
of those contracts and documents as filed with the SEC.
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<PAGE>
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM
THAT CONTAINED IN THIS PROSPECTUS. THE SELLING SECURITYHOLDERS ARE OFFERING TO
SELL, AND SEEKING OFFERS TO BUY, ORDINARY SHARES ONLY IN JURISDICTIONS WHERE
OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE ORDINARY SHARES.
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TABLE OF CONTENTS
Page
----
SimPlayer.com Ltd ............................................. 2
Risk Factors .................................................. 2
Special Note Regarding Forward Looking Statements ............. 9
Use of Proceeds ............................................... 10
Selling Securityholders ....................................... 10
Plan of Distribution .......................................... 13
Legal Matters ................................................. 14
Experts ....................................................... 14
Where You Can Find More Information ........................... 14
Documents Incorporated by Reference ........................... 15
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SIMPLAYER.COM LTD.
ORDINARY SHARES
4,665,419
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P R O S P E C T U S
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MAY 16, 2000
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