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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 2001.
REGISTRATION NUMBER 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
PRIMIX SOLUTIONS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3249618
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
311 ARSENAL STREET
WATERTOWN, MASSACHUSETTS 02472
(617) 923-6500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
----------------------------
DAVID W. CHAPMAN
CHIEF FINANCIAL OFFICER
PRIMIX SOLUTIONS INC.
311 ARSENAL STREET
WATERTOWN, MASSACHUSETTS 02472
(617) 923-6500
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
JOHN B. STEELE, ESQ.
MCDERMOTT, WILL & EMERY
28 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 535-4000
----------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after this registration becomes effective.
----------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE AGGREGATE OFFERING AGGREGATE REGISTRATION FEE
REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $0.001 PAR 2,676,400 $0.70315 $1,881,911 $471
VALUE PER SHARE
===================================================================================================================
</TABLE>
(1) The price of $0.70315, the average of the high and low prices of the
Registrant common stock on the National Market of the Nasdaq Stock Market on
January 4, 2001, is set forth solely for the purpose of computing the
registration fee pursuant to Rule 457(c).
----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE>
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 9, 2001
PROSPECTUS
----------
2,676,400 SHARES
PRIMIX SOLUTIONS INC.
----------------------
This prospectus relates to the public offering, which is not being
underwritten, of 2,676,400 shares of our common stock which are held by some of
our current stockholders.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is quoted on the Nasdaq National Market under the
symbol "PMIX". On January 4, 2001, the average of the high and low price for the
common stock was $0.70315.
Our principal executive offices are located at 311 Arsenal Street,
Watertown, Massachusetts 02472, and our telephone number is (617) 923-6500.
----------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTION ENTITLED
"RISK FACTORS" ON PAGE 1 OF THIS PROSPECTUS FOR CERTAIN RISKS AND UNCERTAINTIES
THAT YOU SHOULD CONSIDER.
----------------------
Neither the Securities and Exchange Commission nor any state securities
commission 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 JANUARY ___, 2001.
================================================================================
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that
Primix Solutions Inc. filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. This prospectus and any accompanying
prospectus supplement do not contain all of the information included in the
registration statement. For further information, we refer you to the
registration statement, including its exhibits. Statements contained in this
prospectus and any accompanying prospectus supplement about the provisions or
contents of any agreement or other document are not necessarily complete. If the
SEC's rules and regulations require that we file such agreement or document as
an exhibit to the registration statement, or if we otherwise filed such
agreement or document, please see such agreement or document for a complete
description of these matters.
This prospectus provides you with a general description of the offered
shares. Each time a selling stockholder sells any of the offered shares, the
selling stockholder will provide you with this prospectus and a prospectus
supplement, if applicable, that will contain specific information about the
terms of the offering. The prospectus supplement may also add, update or change
any information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
this offering, and if given or made, such information or representations must
not be relied upon as having been authorized by us, any selling stockholder or
by any other person. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
information herein is correct as of any time subsequent to the date hereof. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the securities covered by this prospectus, nor does
it constitute an offer to or solicitation of any person in any jurisdiction in
which such offer or solicitation may not lawfully be made.
RISK FACTORS
You should carefully consider the risks described below before you
decide to buy our common stock. The risks and uncertainties described below are
not the only ones facing our company. Additional risks and uncertainties may
also impair our business operations. If any of the following risks actually
occur, our business, financial condition, or results of operations would likely
suffer. In such case, the trading price of our common stock could fall, and you
may lose all or part of the money you paid to buy our common stock.
IF BUSINESSES DO NOT INCREASE THEIR USE OF THE INTERNET AS A MEANS FOR
CONDUCTING COMMERCE, OUR REVENUES MAY BE ADVERSELY AFFECTED.
Our future success depends heavily on the increased acceptance and use
of the Internet as a means for conducting commerce. We focus our services on the
development and implementation of Internet strategies and solutions. If commerce
on the Internet does not continue to grow, or grows more slowly than expected,
our revenue growth would slow or decline and our business, financial condition
and results of operations may be materially and adversely affected. Consumers
and businesses may reject the Internet as a viable medium for commerce for a
number of reasons, including:
- inadequate network infrastructure;
- delays in the development of Internet enabling technologies and
performance improvements;
- delays in the development or adoption of new standards and
protocols required to handle increased levels of Internet
activity;
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- delays in the development of security and authentication
technology necessary to effect secure transmission of
confidential information;
- changes in, or insufficient availability of, telecommunications
services to support the Internet; and
- failure of companies to meet their customers' expectations in
delivering goods and services over the Internet.
IF WE DO NOT ATTRACT AND RETAIN QUALIFIED PROFESSIONAL STAFF, WE MAY NOT BE ABLE
TO PERFORM OUR CLIENT ENGAGEMENTS ADEQUATELY AND COULD NOT ACCEPT NEW CLIENT
ENGAGEMENTS.
Our business is labor intensive and our success will depend in large
part upon our ability to attract, retain, train and motivate highly-skilled
employees. Because of the rapid growth of the Internet, there is intense
competition for employees who have strategic, experience modeling, creative
design, technical or program management experience. In addition, the Internet
has created many opportunities for people with the skills we seek to form their
own companies or join startup companies and these opportunities frequently offer
the potential for significant future financial profit through equity incentives
which we may not match. We may not be successful in attracting a sufficient
number of highly skilled employees in the future, or in retaining, training and
motivating the employees we are able to attract. Any inability to attract,
retain, train and motivate employees could impair our ability to adequately
manage and complete existing projects and to bid for or accept new client
engagements.
OUR STOCK PRICE IS VOLATILE AND MAY RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS
PURCHASING SHARES IN THE OFFERING.
The trading price of our common stock is subject to wide fluctuations
in response to:
- quarterly variations in operating results;
- changes in earnings estimates by securities analysts;
- any differences between reported results and securities analysts'
published or unpublished expectations;
- announcements of new contracts or service offerings by us or our
competitors;
- market reaction to any acquisitions, joint ventures or strategic
investments announced by us or our competitors; or
- general economic or stock market conditions unrelated to our
operating performance.
In the past, securities class action litigation has often been instituted
against companies following periods of volatility in the market price of their
securities. This type of litigation could result in substantial costs and a
diversion of management attention and resources.
IF WE ARE UNABLE TO MEET OUR WORKING CAPITAL REQUIREMENTS OR OBTAIN
ADDITIONAL CAPITAL AS NEEDED IN THE FUTURE, OUR BUSINESS MAY BE ADVERSELY
AFFECTED.
We currently anticipate that our available cash will be sufficient
to meet our anticipated working capital and capital expenditure requirements
through the near term. However, we may need to raise additional capital to
fund expansion of our operations and to acquire complementary businesses. In
the event our operations are not profitable or do not generate sufficient
cash to fund the business, or if we fail to receive funding to meet our
obligations, we may have to substantially cut back our level of operations.
These reductions could, in turn, affect our relationships with our clients
and threaten our ability to continue as an on-going concern. If we raise
additional funds through further issuances of equity or convertible debt
securities, the percentage of ownership of our current stockholders will be
diluted and such securities may have rights, preferences and privileges
senior to those of our current stockholders. In addition, we may not be able
to obtain such financing on terms favorable to us, if at all. If adequate
funds are not available or are not available on terms favorable to us, our
business, results of operations and financial condition could be materially
and adversely affected.
WE MUST COMPLY WITH THE LISTING REQUIREMENTS OF THE NASDAQ NATIONAL MARKET OR
THE LIQUIDITY OF OUR COMMON STOCK WILL DECLINE.
Our common stock could be delisted from the Nasdaq National Stock
market if, among other reasons, (i) the bid price per share of our common
stock falls below $1.00 for thirty consecutive days, (ii) we have less than
$4,000,000 in net tangible assets (total assets less total liabilities and
goodwill), or (iii) the value of common stock held by our stockholders (other
than our directors and executive officers) is less than $5,000,000.
If Nasdaq delisted our common stock, we may seek to list our
common stock for quotation on a regional stock exchange. However, if we are
unable to obtain listing or quotation on such market or exchange, trading of our
common stock would occur in the over-the-counter market on an electronic
bulletin board for unlisted securities or in what are commonly known as the
"pink sheets." In addition, delisting from Nasdaq and failure to obtain listing
or quotation on such market or exchange would subject our common stock to
so-called "penny-stock" rules. These rules impose additional sales practice and
market-making requirements on broker-dealers who sell and/or make a market in
such securities. Consequently, broker-dealers may be less willing or able to
sell and/or make a market in our common stock. Additionally, our stockholders
would find it more difficult to dispose of, or obtain accurate quotations for
the price of, our common stock. Finally, it may become more difficult for us to
raise funds in the future through the sale of our securities.
IF A SIGNIFICANT NUMBER OF SHARES BECOME AVAILABLE FOR SALE AFTER THIS OFFERING,
OUR STOCK PRICE WOULD DECLINE.
Many shares of common stock presently issued and outstanding are
"restricted securities" as that term is defined in Rule 144 promulgated under
the Securities Act of 1933. In general, under Rule 144, a person (or persons
whose shares are aggregated) who has satisfied a one year holding period may
sell, within any three-month period, an amount which does not exceed the greater
of 1% of the then outstanding shares of common stock or the average weekly
trading volume during the four calendar weeks prior to such sale. Rule 144 also
permits the sale of shares, under certain circumstances, without any quantity
limitation, by persons who are not our affiliates and who have beneficially
owned the shares for a minimum period of two years. The possible sale of these
restricted shares may, in the future, increase the number of free-trading shares
and may have a depressive effect on the price of our common stock. Moreover,
such sales, if substantial, might also adversely affect our ability to raise
additional equity capital in the future.
IF WE DO NOT MANAGE OUR GROWTH EFFECTIVELY, OUR OPERATING RESULTS MAY BE
ADVERSELY AFFECTED.
Our growth has placed significant demands on our management and other
resources. Our future success will depend on our ability to manage our growth
effectively, including by:
- developing and improving our operational, financial and other
internal systems;
- integrating and managing acquired businesses, joint ventures and
strategic investments;
- training, motivating and managing our employees;
- estimating fixed-price fees and project timeframes accurately;
- maintaining high rates of employee utilization; and
- maintaining project quality and client satisfaction.
Our management has limited experience managing a business of our current size.
If we are unable to manage our growth and projects effectively, the quality of
our services and products, our ability to retain key personnel and our business,
financial condition and results of operations may be materially and adversely
affected.
WE HAVE SIGNIFICANT FIXED OPERATING COSTS WHICH MAY BE DIFFICULT TO ADJUST IN
RESPONSE TO UNANTICIPATED FLUCTUATIONS IN REVENUES.
A high percentage of our operating expenses, particularly personnel and
rent, are fixed in advance of any particular quarter. As a result, unanticipated
variations in the number, or progress toward completion, of our projects may
cause significant variations in operating results in any particular quarter and
could result in losses for that quarter.
An unanticipated termination of a major project, a client's decision
not to proceed with a project we anticipated, or the completion during a quarter
of several major client projects could require us to maintain
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under-utilized employees and could therefore have a material adverse effect on
our business, financial condition and results of operations. Our revenues and
earnings may also fluctuate from quarter to quarter based on such factors as:
- the contractual terms and timing of completion of projects;
- any delays incurred in connection with projects;
- the adequacy of provisions for losses;
- the accuracy of our estimates of resources required to complete
ongoing projects; and
- general economic conditions.
IF CLIENTS UNEXPECTEDLY TERMINATE THEIR CONTRACTS FOR OUR SERVICES, OUR BUSINESS
COULD BE ADVERSELY AFFECTED.
Some of our contracts can be canceled by the client with limited
advance notice and without significant penalty. Termination by any client of a
contract for our services could result in a loss of expected revenues and
additional expenses for staff which were allocated to that client's project. The
cancellation or a significant reduction in the scope of a large project could
have a material adverse effect on our business, financial condition and results
of operations.
THE INCREASED SIZE AND COMPLEXITY OF THE SOLUTIONS WE ARE IMPLEMENTING MAKES IT
MORE LIKELY THAT WE WILL FAIL TO SATISFY CLIENT EXPECTATIONS, WHICH WOULD DAMAGE
OUR REPUTATION AND BUSINESS.
As our client engagements become larger and more complex and must be
completed in shorter timeframes, it becomes more difficult to manage the
development process and the likelihood and consequences of any mistakes
increase. Any inability by us to complete client solutions in a timely manner,
any defects contained in the solutions we deliver and any other failure by us to
achieve client expectations would have a material adverse effect on our
reputation with the affected client and generally within our industry and could
have a material adverse effect on our business, results of operations or
financial condition.
WE ENTER INTO FIXED-PRICE CONTRACTS AND COULD LOSE MONEY ON THESE CONTRACTS.
Some of our projects are based on fixed-price, fixed-timeframe
contracts, rather than contracts for which payment to us is determined on a time
and materials basis. Our failure to accurately estimate the resources required
for a project or our failure to complete our contractual obligations in a manner
consistent with the project plan upon which our fixed-price, fixed-time frame
contract was based would adversely affect our overall profitability and could
have a material adverse effect on our business, financial condition and results
of operations. We have been required to commit unanticipated additional
resources to complete projects in the past, which has resulted in losses on
those contracts. We recognize that we will experience similar situations in the
future and that the consequences could be more severe than in the past due to
the increased size and complexity of our solutions. In addition, for some
projects we may fix the price at an early stage of the process, which could
result in a fixed price that turns out to be too low and therefore would
adversely affect our profitability.
WE DEPEND HEAVILY ON A LIMITED NUMBER OF CLIENT PROJECTS, THE LOSS OF ANY OF
WHICH WOULD ADVERSELY AFFECT OUR OPERATING RESULTS.
We have derived, and believe that we may continue to derive, a
significant portion of our revenues from a limited number of clients for whom we
perform large projects. In addition, revenues from a large client may constitute
a significant portion of our total revenues in a particular quarter. The loss of
any principal
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client for any reason, including as a result of the acquisition of that client
by another entity, could have a material adverse effect on our business,
financial condition and results of operations.
IF WE ARE UNABLE TO ACHIEVE ANTICIPATED BENEFITS FROM ACQUISITIONS OUR BUSINESS
COULD BE ADVERSELY AFFECTED.
During the past three years, we have completed four acquisitions. The
anticipated benefits from these acquisitions, and future acquisitions, may not
be achieved. For example, when we acquire a company, we cannot be certain that
customers of the acquired business will continue to do business with us or that
employees of the acquired business will continue their employment or become well
integrated into our operations and culture. The identification, consummation and
integration of acquisitions require substantial attention from management. The
diversion of the attention of management relating to any difficulties
encountered in the integration process could have an adverse impact on our
business, financial condition and results of operations.
IF WE DO NOT KEEP PACE WITH TECHNOLOGICAL CHANGES, OUR COMPETITIVE POSITION MAY
SUFFER.
Our markets and the technologies used in our solutions are
characterized by rapid technological change. Failure to respond in a timely and
cost-effective way to these technological developments may have a material
adverse effect on our business, financial condition and results of operations.
We expect to derive a substantial portion of our revenues from providing
Internet solutions that are based upon leading technologies and that are capable
of adapting to future technologies. As a result, our success will depend on our
ability to offer services that keep pace with continuing changes in technology,
evolving industry standards and changing client preferences. We may not be
successful in addressing future developments on a timely basis. Our failure to
keep pace with the latest technological developments would have a material
adverse effect on our business, financial condition and results of operations.
WE FACE SIGNIFICANT COMPETITION IN MARKETS THAT ARE NEW AND RAPIDLY CHANGING.
The market for the services we provide are highly competitive. We
believe that we currently compete principally with strategy consulting firms,
Internet professional services firms, systems integration firms,
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technology vendors and internal information systems groups. Many of the
companies that provide services in our market have significantly greater
financial, technical and marketing resources than we do and generate greater
revenues and have greater name recognition than we do. In addition, there are
relatively low barriers to entry into our market and we have faced, and expect
to continue to face, competition from new entrants into our market. We believe
that the principal competitive factors in our markets include:
- ability to integrate strategy, experience modeling, creative
design and technology services;
- quality of service, speed of delivery and price;
- industry knowledge;
- sophisticated project and program management capability; and
- Internet technology expertise and talent.
We believe that our ability to compete also depends in part on a number of
competitive factors beyond our control, including:
- the ability of our competitors to hire, retain and motivate
professional staff;
- the development by others of Internet services or software that
is competitive with our solutions; and
- the extent of our competitors' responsiveness to client needs.
There can be no assurance that we will be able to compete successfully in our
market.
GOVERNMENT REGULATION COULD INTERFERE WITH THE ACCEPTANCE OF THE INTERNET AND
ELECTRONIC COMMERCE, WHICH WOULD ADVERSELY AFFECT THE DEMAND FOR OUR SERVICES.
Any new laws and regulations applicable to the Internet and electronic
commerce that are adopted by federal, state or foreign governments could dampen
the growth of the Internet and decrease its acceptance as a commercial medium.
If this occurs, companies may decide in the future not to pursue Internet
initiatives, which would decrease demand for our services. A decrease in the
demand for our services would have a material adverse effect on our business,
financial condition and results of operations.
INTERNATIONAL EXPANSION OF OUR BUSINESS COULD RESULT IN FINANCIAL LOSSES DUE TO
CHANGES IN FOREIGN ECONOMIC CONDITIONS OR FLUCTUATIONS IN CURRENCY AND EXCHANGE
RATES.
We expect to continue to expand our international operations. We
currently have offices in Denmark and Sweden. We have limited experience in
marketing, selling and providing our services internationally. International
operations are subject to other inherent risks, including:
- recessions in foreign countries;
- fluctuations in currency exchange rates;
- the scheduled conversion to the euro by most European Union
members;
- difficulties and costs of staffing and managing foreign
operations;
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- reduced protection for intellectual property in some countries;
- changes in regulatory requirements; and
- restrictions by the United States on the import and export of
technologies.
IF WE ARE UNABLE TO PROTECT OUR PROPRIETARY RIGHTS, OUR BUSINESS COULD BE
ADVERSELY AFFECTED.
Our success depends, in part, upon our proprietary information and
other intellectual property rights. We rely upon a combination of trade secrets,
nondisclosure and other contractual arrangements, and copyright and trademark
laws to protect our proprietary rights. We enter into confidentiality agreements
with our employees, generally require that our consultants and clients enter
into these agreements, and limit access to and distribution of our proprietary
information. There can be no assurance that the steps we take in this regard
will be adequate to deter misappropriation of our proprietary information or
that we will be able to detect unauthorized use and take appropriate steps to
enforce our intellectual property rights. In addition, although we believe that
our services do not infringe on the intellectual property rights of others,
there can be no assurance that infringement claims will not be asserted against
us in the future, or that if asserted that any infringement claim will be
successfully defended. A successful claim against us could materially and
adversely affect our business, financial condition and results of operations.
WE MAY NOT HAVE THE RIGHT TO RESELL OR REUSE SOLUTIONS DEVELOPED FOR SPECIFIC
CLIENTS.
A portion of our business involves the development of technology
solutions for specific client engagements. Ownership of these solutions is the
subject of negotiation and is frequently assigned to the client, although we may
retain a license for certain uses. Some clients have prohibited us from
marketing the applications developed for them for specified periods of time or
to specified third parties and there can be no assurance that clients will not
demand similar or other restrictions in the future. Issues relating to the
ownership of and rights to use solutions can be complicated and there can be no
assurance that disputes will not arise that affect our ability to resell or
reuse these solutions. Any limitation on our ability to resell or reuse a
solution could require us to incur additional expenses to develop new solutions
for future projects.
CERTAIN OF OUR OFFICERS AND DIRECTORS HAVE SIGNIFICANT VOTING POWER AND MAY
EFFECTIVELY CONTROL THE OUTCOME OF ANY STOCKHOLDER VOTE.
Lennart Mengwall and Kevin Azzouz, our Co-Chief Executive Officers
and directors, directly and indirectly beneficially own in the aggregate
approximately 45% of our common stock. As a result, they have the ability to
substantially influence, and may effectively control, the outcome of
corporate actions requiring stockholder approval, including the election of
directors. This concentration of ownership may also have the effect of
delaying or preventing a change of control of Primix even if such a change of
control would benefit other stockholders.
WE ARE DEPENDENT ON OUR KEY PERSONNEL.
Our success will depend in large part upon the continued services of a
number of key employees. The loss of the services of one or more of our key
personnel could have a material adverse effect on our business, financial
condition and results of operations. In addition, if one or more of our key
employees resigns to join a competitor or to form a competing company, the loss
of such personnel and any resulting loss of existing or potential clients to any
such competitor could have a material adverse effect on our business, financial
condition and results of operations. In the event of the loss of any personnel,
there can be no assurance that we would be able to prevent the unauthorized
disclosure or use of our technical knowledge, practices or procedures by such
personnel.
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OUR CORPORATE GOVERNANCE PROVISIONS MAY DETER A FINANCIALLY ATTRACTIVE TAKEOVER
ATTEMPT.
Provisions of our charter and by-laws may discourage, delay or prevent
a merger or acquisition that stockholders may consider favorable, including
transactions in which stockholders would receive a premium for their shares.
These provisions include the following:
- any action that may be taken by stockholders must be taken at an
annual or special meeting and may not be taken other than by a
unanimous written consent;
- stockholders must comply with advance notice requirements before
raising a matter at a meeting of stockholders or nominating a
director for election;
- our Board of Directors has the authority, without further action
by the stockholders, to fix the rights and preferences of and
issue shares of stock.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates forward-looking statements
that are subject to a number of risks and uncertainties. All statements, other
than statements of historical facts included or incorporated in this prospectus,
regarding our strategy, future operations, financial position, estimated
revenues, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this prospectus, the words "will",
"believe", "anticipate", "intend", "estimate", "expect", "project" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. We cannot
guarantee future results, levels of activity, performance or achievements and
you should not place undue reliance on our forward-looking statements. Our
forward-looking statements do not reflect the potential impact of any future
acquisitions, mergers, dispositions, joint ventures or strategic investments.
Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of various factors, including the risks
described in "Risk Factors" and elsewhere in this prospectus. We do not assume
any obligation to update any of the forward-looking statements we make.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov. Our common stock is quoted on the Nasdaq
National Market, and reports, proxy and information statements and other
information concerning Primix may be inspected at the Nasdaq Stock Market at
1735 K Street, N.W., Washington, D.C. 20006. Our web site is located at
http://www.primix.com.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the Securities and Exchange
Commission will automatically update and supersede the information already
incorporated by reference. We incorporate by reference the documents listed
below and any future filings made with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Securities Exchange Act of 1934, as amended, until the selling
stockholders sell all of the shares of Common Stock that are being offered in
this prospectus.
(a) Definitive Proxy Statement filed on November 16, 2000;
(b) Quarterly Report on form 10-Q for the quarter ended September 30,
2000 filed on November 14, 2000;
(c) Quarterly Report on form 10-Q for the quarter ended June 30, 2000
filed on August 14, 2000;
(d) Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed on May 15, 2000;
(e) Annual Report on Form 10-K for the fiscal year ended December 31,
1999 filed on March 30, 2000;
(f) Current Report on Form 8-K filed on January 8, 2001;
(g) Current Report on Form 8-K filed on June 15, 2000; and
8
<PAGE>
(h) The description of Primix common stock contained in its
registration statement on Form 8-A, filed May 30, 1996, and any
amendments or reports filed for the purpose of updating such
description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
David W. Chapman
Chief Financial Officer and Secretary
Primix Solutions Inc.
311 Arsenal Street
Watertown, Massachusetts 02472
(617) 923-6500
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone to provide you with different information. The selling stockholders are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, any
prospectus supplement or the documents incorporated by reference is accurate as
of any date other than the date on the front of this prospectus, any such
prospectus supplement or those other documents.
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders. Accordingly,
we will not receive any proceeds from the sale of the shares by the selling
stockholders.
THE COMPANY
Our principal executive offices are located at 311 Arsenal Street,
Watertown, Massachusetts, 02472. Our telephone number is (617) 923-6500.
REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS
In May 2000, we issued an aggregate of 1,300,000 shares of common
stock in connection with the acquisition of Primant AB, a Swedish company,
and in December 2000, we issued an aggregate of 1,376,400 shares of common
stock in connection with the acquisition of 21st.dk, A/S, a Danish company.
Under the terms of the share purchase agreements for both acquisitions, we
offered certain registration rights to the former shareholders of Primant AB
and 21st.dk, A/S, a summary of the material terms and provisions of which is
set forth below. This summary may not contain all of the information that is
important to you. You can obtain complete information by referring to the
share purchase agreements, which are filed as exhibits to our Current Reports
on Form 8-K filed with the Securities and Exchange Commission on June 15,
2000 and January 8, 2001.
Under the terms of the share purchase agreements, we agreed to file a
registration statement on Form S-3 that would cover resales by the selling
stockholders of the shares of common stock that they received under the share
purchase agreements. We also agreed to use reasonable efforts to cause the
Securities and Exchange Commission to declare this registration statement
effective and to keep this registration statement and any other registration
statement filed with respect to registration rights contained in the share
purchase agreements continuously effective until specified dates, and to bear
the expenses of registering the sale of the shares of common stock. We may
suspend use of this prospectus or any subsequent prospectus covering the issued
shares in some circumstances. Any shares of common stock sold by the selling
stockholders pursuant to this prospectus will no longer be entitled to the
registration rights.
9
<PAGE>
PLAN OF DISTRIBUTION
We are registering the shares on behalf of the selling stockholders. As
used herein, the term "selling stockholder" includes donees and pledgees selling
shares received from a named selling stockholder after the date of this
prospectus. All costs, expenses and fees in connection with the registration of
the shares offered hereby will be borne by us. Brokerage commissions and similar
selling expenses, if any, attributable to the sale of shares will be borne by
the selling stockholders. Sales of shares may be effected by selling
stockholders from time to time in one or more types of transactions (which may
include block transactions) on any exchange or exchanges on which the shares are
traded, in the over-the-counter market, in negotiated transactions, through put
or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale, at market prices prevailing at
the time of sale, or at negotiated prices. Such transactions may or may not
involve brokers or dealers. We have not been advised by the selling stockholders
that they have entered into any agreements, understandings or arrangements with
any underwriters or broker-dealers regarding the sale of their securities, or
that there is an underwriter or coordinating broker acting in connection with
the proposed sale of shares by the selling stockholders.
The selling stockholders may effect such transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the selling stockholders and/or the
purchasers of shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any broker-dealers that act in connection
with the sale of the shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, and any commissions
received by such broker-dealers and any profit on the resale of the shares sold
by them while acting as principals might be deemed to be underwriting discounts
or commissions under the Securities Act of 1933. The selling stockholders may
agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933.
Because the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, the selling
stockholders will be subject to the prospectus delivery requirements of the
Securities Act of 1933, which may include delivery through the facilities of a
national securities exchange on which the shares are traded pursuant to Rule 153
under the Securities Act of 1933. The anti-manipulative provisions of
Regulation M promulgated under the Securities Exchange Act of 1934 may apply to
the sale of the shares in the market by the selling stockholders.
The selling stockholders also may recall all or a portion of the shares
in open market transactions in reliance upon Regulation S and/or Rule 144 under
the Securities Act of 1933, provided they meet the criteria and conform to the
requirements of Regulation S and/or Rule 144.
Upon Primix being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this prospect
will be filed, if required, pursuant to Rule 424(b) under the Securities Act of
1933, disclosing (i) the name of each such selling stockholder and of the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and (vi) other facts
material to the transaction.
10
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of shares of our common stock
owned by each of the selling stockholders. None of the selling stockholders has
had a material relationship with Primix within the past three years other than
as a result of the ownership of the shares or other securities of Primix or as a
result of their employment with Primix or as a result of the acquisition of
Primant AB and 21st.dk A/S, as applicable. No estimate can be given as to the
number of shares that will be held by the selling stockholders after completion
of this offering because the selling stockholders may sell some, all or none of
the shares and because there currently are no agreements, arrangements or
understandings with respect to the sale of any of the shares. The shares offered
by this prospectus may be offered from time to time by the selling stockholders
named below.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
NAME OF SELLING OWNED AS OF SHARES REGISTERED OWNED AS OF
STOCKHOLDER DECEMBER 27, 2000 FOR SALE HEREBY (1) DECEMBER 27, 2000 (2)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FORMER SHAREHOLDERS OF PRIMANT AB:
Anders Klinge 28,433 28,433 *
Anders Liljeberg 2,293 2,293 *
Anders Olsson 2,293 2,293 *
Anita Twedberg 2,293 2,293 *
Anja Jarlskog 2,493 2,493 *
Anna Mellborg 800 800 *
Anna Strom 2,293 2,293 *
Annika Nordberg 2,293 2,293 *
Asa Eriksson 800 800 *
Begonia Assets Holdings Inc. 183,881 183,881 1.02%
Bjorn Larsson 2,293 2,293 *
Cecila Fagerstrom 800 800 *
Charlotta Dyresberg 800 800 *
Clas Thell 800 800 *
David Vegas Skoglund 800 800 *
Dennis Zikovic 5,277 5,277 *
Dolce Vita Holdings Ltd. 183,881 183,881 1.02%
Erica Hansson 800 800 *
Erland Lundin 7,477 7,477 *
Eva Kjellin 8,969 8,969 *
Fata Morgana Holdings Ltd. 183,881 183,881 1.02%
Hans Beyer 800 800 *
Hans Moller 156,715 156,715 *
Henrik Grender 5,969 5,969 *
Henrik Igefjord 800 800 *
Henrik Rydengard 800 800 *
Jakob Nilsson 2,293 2,293 *
Jan D Andersen 800 800 *
Jan Karstrom 5,477 5,477 *
Jan Swedman 3,000 3,000 *
Jenny Akselsson 2,493 2,493 *
Joakim Eberlund 8,462 8,462 *
Joakim Kleiman 1,546 1,546 *
Johan Eriksson 800 800 *
John Westerdal 2,993 2,993 *
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
NAME OF SELLING OWNED AS OF SHARES REGISTERED OWNED AS OF
STOCKHOLDER DECEMBER 27, 2000 FOR SALE HEREBY (1) DECEMBER 27, 2000 (2)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Karsten Korre 2,293 2,293 *
Kiet Le Chi 2,293 2,293 *
Kjell Hallgren 2,293 2,293 *
Kristina Myrin 1,493 1,493 *
Lars Hall 800 800 *
Lars Hansen 2,293 2,293 *
Leif-Goran Rasmusson 6,769 6,769 *
Linn Eliasson 800 800 *
Magnus Balldin 2,293 2,293 *
Magnus Jonsson 800 800 *
Mans Westesson 5,477 5,477 *
Marina Nellhede 2,493 2,493 *
Martin Bynger 1,500 1,500 *
Martin Henningsson 6,769 6,769 *
Mattias Pettersson 2,293 2,293 *
Mattias Svensson 800 800 *
Patrik Hammarberg 800 800 *
Per Gynnerstedt 152,238 152,238 *
Per Hedenborn 1,000 1,000 *
Per-Arne Hakansson 41,866 41,866 *
Per-Hakan Herdenberg 152,238 152,238 *
Peter Abrahamsson 2,293 2,293 *
Peter Borresen 800 800 *
Peter Nilsson 3,000 3,000 *
Pontus Malmsten 800 800 *
Pontus Nyberg 1,546 1,546 *
Rasmus Sorensen 800 800 *
Richard Wann-Hansson 6,969 6,969 *
Roger Sorsa 2,293 2,293 *
Ronny Dahl 2,293 2,293 *
Simon Kjellerup 2,293 2,293 *
Spencer Clarkson 800 800 *
Stellan Kristiansson 2,293 2,293 *
Thomas Haagendal 28,433 28,433 *
Thomas Wigren 2,493 2,493 *
Ulf Eliasson 35,895 35,895 *
Ulf Rosen 800 800 *
SUBTOTAL-PRIMANT AB 1,300,000 1,300,000
FORMER SHAREHOLDERS OF 21ST.DK A/S:
Cell Network AB 450,000 450,000 2.49%
CHR A Wandel-Petersen.dk ApS 19,775 19,775 *
DIOS A/S 68,815 68,815 *
Morten Falcon ApS 22,672 22,672 *
Promax Commercial Holdings Limited 559,182 559,182 3.09%
Teknologisk Innovation A/S 29,377 29,377 *
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY NUMBER OF SHARES BENEFICIALLY
NAME OF SELLING OWNED AS OF SHARES REGISTERED OWNED AS OF
STOCKHOLDER DECEMBER 27, 2000 FOR SALE HEREBY (1) DECEMBER 27, 2000 (2)
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tom Jacobsgaard ApS 183,638 183,638 1.02%
Advokataktieselskab Lindh Stabell 42,941 42,941 *
Horten (3)
SUBTOTAL-21ST.DK, A/S 1,376,400 1,376,400
----------------------------------------------------------------------------------------------------------------------------
TOTAL 2,676,400 2,676,400
</TABLE>
(1) This registration statement also shall cover any additional shares
of common stock which become issuable in connection with the shares registered
for sale hereby by reason of any stock divided, stock split, recapitalization or
other similar transaction effected without the receipt of consideration which
results in an increase in the number of the outstanding shares of common stock
of Primix.
(2) All percentages have been determined as of December 27, 2000, in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. As of December 27, 2000, a total of approximately 18,054,297 shares of
common stock were issued and outstanding.
(3) These shares are held in escrow by Advokataktieselskab Lindh
Stabell Horten as Danish counsel to Primix pursuant to the Share Purchase
Agreement dated as of December 27, 2000, by and among Primix and certain
former shareholders of 21st.dk A/S to secure certain indemnification
obligations of such shareholders in connection with the acquisition of
21st.dk A/S. Such shares will be released to such shareholders on March 31,
2002, subject to the satisfaction of indemnificable claims, if any.
* Represents beneficial ownership of less than one percent.
EXPERTS
The consolidated financial statements incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.
13
<PAGE>
PRIMIX SOLUTIONS INC.
2,676,400 SHARES
OF COMMON STOCK
------------
PROSPECTUS
------------
JANUARY ___, 2001
------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses,
payable by us in connection with the sale of common stock being registered. All
amounts are estimates except the registration fee.
<TABLE>
<S> <C>
Registration Fee.......................... $471
Legal Fees and Expenses................... 5,000
Accounting Fees and Expenses.............. 1,000
Printing Fees............................. 1,000
Transfer Agent Fees....................... 1,000
Miscellaneous............................. 1,000
Total..................................... $9,471
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and agents against
certain liabilities they may incur in such capacities, including liabilities
under the Securities Act of 1933, provided they act in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation. Our Certificate of Incorporation and By-laws require us to
indemnify our officers and directors to the fullest extent permitted by Delaware
law.
Section 102 of the Delaware General Corporation Law authorizes a
corporation to limit or eliminate its directors' liability to the corporation or
its stockholders for monetary damages for breaches of fiduciary duties, other
than for (a) breaches of the duty of loyalty, (b) acts or omissions involving
bad faith, intentional misconduct or knowing violations of the law, (c) unlawful
payments of dividends, stock purchases or redemptions, or (d) transactions from
which a director derives an improper personal benefit. Our Certificate of
Incorporation contains provisions limiting the liability of the directors to us
and to our stockholders to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law authorizes a
corporation to purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the corporation against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such. Our By-laws provide that we may, to the
fullest extent permitted by law, purchase and maintain insurance on behalf of
any director, officer, employee or agent of Primix against any liability that
may be asserted against him. We currently have liability insurance covering
our directors and officers for claims asserted against them or incurred by
them in such capacity, including claims brought under the Securities Act of
1933.
The foregoing provisions and agreements could reduce the legal remedies
available to us and our stockholders against our directors and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS
2.1 Share Purchase Agreement dated as of May 28, 2000 by and among Primix
Solutions Inc. and the former shareholders of Primant AB.*
2.2 Share Purchase Agreement dated as of December 27, 2000 by and among Primix
Solutions Inc. and certain former shareholders of 21dk. A/S.**
2.3 Share Purchase Agreement dated December 27, 2000 by and between Primix
Solutions Inc. and Cell Network. **
2.4 Share Purchase Agreement dated December 27, 2000 by and between Primix
Solutions Inc. and Promax Commercial Holdings Limited. **
2.5 Share Purchase Agreement dated as of December 27, 2000 by and between
Primix Solutions Inc. and Teknologisk Innovation A/S. **
2.6 Share Purchase Agreement dated December 27, 2000 by and between Primant AB
and Incubator IT ApS. **
5.1 Opinion of McDermott, Will & Emery as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature page of registration statement).
--------------------------
* previously filed as an exhibit to the Form 8-K filed with the SEC on
June 15, 2000.
** previously filed as an exhibit to the Form 8-K filed with the SEC on
January 8, 2001.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Securities and Exchange Commission by the registrant pursuant to
Section 13
II-2
<PAGE>
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Watertown, Commonwealth of Massachusetts, on
this 9th day of January, 2001.
PRIMIX SOLUTIONS INC.
By: /s/ David W. Chapman
--------------------------------------
David W. Chapman
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints David W. Chapman such person's true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for such person and in such person's name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement (or to any other registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act), and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of Primix and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
--------------------------------------- ----------------------------------------------------------- --------------------
<S> <C> <C>
/s/ Lennart Mengwall Co-Chief Executive Officer, Chairman of the Board and December 21, 2000
------------------------------------ Director (Principal Executive Officer)
Lennart Mengwall
/s/ Kevin Azzouz Co-Chief Executive Officer and Director (Principal December 21, 2000
------------------------------------ Executive Officer)
Kevin Azzouz
/s/ Michael D. Troiano President December 21, 2000
------------------------------------
Michael D. Troiano
/s/ David W. Chapman Chief Financial Officer and Secretary (Principal December 21, 2000
------------------------------------ Financial and Accounting Officer)
David W. Chapman
/s/ Robert B Hedges, Jr. Director December 21, 2000
------------------------------------
Robert B. Hedges, Jr.
/s/ Magnus Nicolin Director December 22, 2000
------------------------------------
Magnus Nicolin
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT TITLE
-------------- -------------
<S> <C>
2.1 Share Purchase Agreement dated as of May 28, 2000 by and among Primix Solutions Inc.
and the former shareholders of Primant AB.*
2.2 Share Purchase Agreement dated as of December 27, 2000 by and among Primix Solutions
Inc. and certain former shareholders of 21dk. A/S.**
2.3 Share Purchase Agreement dated December 27, 2000 by and between Primix Solutions Inc.
and Cell Network. **
2.4 Share Purchase Agreement dated December 27, 2000 by and between Primix Solutions Inc.
and Promax Commercial Holdings Limited. **
2.5 Share Purchase Agreement by dated as of December 27, 2000 by and between Primix
Solutions Inc. and Teknologisk Innovation A/S. **
2.6 Share Purchase Agreement dated December 27, 2000 by and between Primant AB and
Incubator IT ApS.**
5.1 Opinion of McDermott, Will & Emery as to the legality of the securities being registered.
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney (included on signature page of registration statement).
</TABLE>
-------------------------
* previously filed as an exhibit to the Form 8-K filed with the SEC on June
15, 2000.
** previously filed as an exhibit to the Form 8-K filed with the SEC on
January 8, 2001.
