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Filed Pursuant to Rule 424(b)(4)
Registration No. 333-93667
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PROSPECTUS
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Netopia, Inc.
447,852 shares of common stock
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Our common stock is listed on the Nasdaq National Market under the symbol
"NTPA." The last reported sale price of the common stock on the Nasdaq
National Market on January 11, 1999 was $56.375 per share.
The Selling Stockholders named on page 16 of this prospectus are selling
all of the shares of common stock offered in this prospectus. Netopia will
not receive any of the proceeds from the sale of these shares. These shares
are being offered on a continuous basis under Rule 415 of the Securities
Act of 1933.
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This investment involves a high degree of risk. Please carefully consider
the "Risk Factors" beginning on page 5 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved 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 13, 1999
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In connection with this offering, no person is authorized to give any
information or to make any representations not contained in this prospectus. If
such information is given or representations made, you may not rely on such
information or representations as having been authorized by us. This prospectus
is neither an offer to sell nor a solicitation of an offer to buy any securities
other than those registered hereby, nor is it an offer to sell or a solicitation
of an offer to buy securities where such an offer or solicitation would be
unlawful. You may not imply from the delivery of this prospectus, nor from any
sale made under this prospectus, that our affairs are unchanged since the date
of this prospectus or that the information contained in this prospectus is
correct as of any time after the date of this prospectus.
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TABLE OF CONTENTS
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The Company................................. 3 Legal Matters................................ 20
Risk Factors................................ 5 Experts...................................... 20
Use of Proceeds............................. 16 Where You Can Find More Information.......... 20
Selling Stockholders........................ 16
Plan of Distribution........................ 17
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Unless the context otherwise requires, the terms "we," "our," "us" and
"Netopia" refer to Netopia, Inc. and its subsidiaries.
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THE COMPANY
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You should read the following summary together with the more detailed
information regarding our company and the common stock being sold in this
offering and our consolidated financial statements and notes to those statements
appearing elsewhere or incorporated by reference in this prospectus.
Netopia provides Internet and electronic commerce infrastructure that
enables small and medium size businesses to easily and cost effectively connect
to the Internet, establish and enhance their presence, and conduct business and
electronic commerce on the Web. We offer high-speed, multi-user, plug-and-play
Internet connectivity products and Web platforms for creating and hosting Web
sites, creating and hosting electronic commerce stores, and conducting real-time
Internet communications.
Our objective is to be the leading provider of Internet and electronic
commerce infrastructure that enables small and medium size businesses to easily
and cost effectively connect to the Internet, establish and enhance their
presence, and conduct business and electronic commerce on the Web. The following
are key elements of our business strategy:
. Target the small and medium size business market;
. Leverage strategic relationships with Internet service providers (ISPs),
Internet portals and other distribution channels;
. Provide complete, plug-and-play customer premise digital subscriber line,
or DSL, Internet connectivity products;
. Enable small and medium size businesses to leverage the Internet;
. Maintain and extend technology leadership; and
. Leverage brand recognition and customer support infrastructure.
Our Internet connectivity products enable small and medium size businesses
to take advantage of high-speed Internet access technologies and, in particular,
DSL. Our DSL Internet connectivity products, including routers, digital service
units, filtering bridges, security appliances and modems, provide small and
medium size businesses with a flexible and scaleable platform that can be easily
integrated into existing business infrastructures. In addition to supporting
various Internet connectivity technologies, our Internet connectivity products
are designed to be plug-and-play and incorporate many value-added features such
as virtual private networking and firewall protection.
Our Web platform is a "no assembly required" Web site and electronic
commerce solution that enables small and medium size businesses to easily create
their own customized, interactive Web sites or electronic commerce enabled Web
sites, which we call E-stores. Our Web platforms provide affordable, value-added
functionality and flexibility to our users' Web sites. We have developed over 50
customizable Web site content packages for businesses across a wide range of
industries. Our Web platforms also include collaboration and communication
capabilities for remote groups as well as for help desk, server and Web site
administrators.
We have developed extensive relationships that provide wide distribution of
our products and enable us to help our customers install complete, plug-and-play
Internet solutions that are reliable, cost-effective and easy to use. Our
largest relationships include Internet service providers such as PSINet and
Verio, Internet portals such as Yahoo!GeoCities and Netscape Netcenter, and
competitive local exchange carriers such as NorthPoint Communications and
Rhythms NetConnections. In addition, we have established relationships with
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telecommunications equipment suppliers, such as our relationships with Carrier
Access Corporation and Copper Mountain, and our development relationships with
next-generation technology providers CopperCom, Jetstream Communications and
TollBridge Technologies.
Our principal offices are located at 2470 Mariner Square Loop, Alameda,
California 94501 and our telephone number is (510) 814-5100. We were
incorporated in California in 1986 as Farallon Computing, Inc., and were
reincorporated in Delaware in April 1996. In November 1997, we changed our
corporate name from Farallon Communications Inc. to Netopia, Inc.
Netopia; Timbuktu Pro; netOctopus; Up & Running, Guaranteed!; and Customer
Care, Guaranteed! are trademarks of Netopia, Inc. This prospectus also includes
trademarks of other companies.
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Risk Factors
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An investment in the shares of our common stock offered by this prospectus
involves a high degree of risk. You should carefully review the following risk
factors as well as the other information set forth in this prospectus before
making an investment.
Some of the information in this prospectus contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You
should read statements that contain these words carefully because they: (i)
discuss our expectations about our future performance; (ii) contain projections
of our future operating results or of our future financial condition; or (iii)
state other "forward-looking" information. We believe it is important to
communicate our expectations to our investors. There may be events in the
future, however, that we are not accurately able to predict or over which we
have no control. The risk factors listed in this section, as well as any
cautionary language in this prospectus, provide examples of risks, uncertainties
and events that may cause our actual results to differ materially from the
expectations we described in our forward-looking statements. Before you invest
in our common stock, you should be aware that the occurrence of any of the
events described in these risk factors and elsewhere in this prospectus could
seriously harm our business and that upon the occurrence of any of these events,
the trading price of our common stock could decline and you could lose all or
part of your investment.
We have a history of losses and negative cash flow, and we expect to incur
losses and negative cash flow in the future.
Our failure to significantly increase our revenues would result in
continuing losses. We incurred losses from continuing operations of $7.9
million, $8.0 million and $3.6 million in the fiscal years ended September 30,
1999, 1998 and 1997, respectively. We expect to incur net losses in the future,
and these losses may be substantial. Further, we expect to incur negative cash
flow in the future. Because of continuing substantial capital expenditures and
product development, sales, marketing and administrative expenses, we will need
to generate significant revenues to achieve profitability and positive cash
flow. Even if we do achieve profitability and positive cash flow, we may not be
able to sustain or increase profitability or cash flow on a quarterly or annual
basis.
Our quarterly operating results are likely to fluctuate because of many factors
and may cause our stock price to fluctuate.
Our revenues and operating results have varied in the past and are likely
to vary in the future from quarter to quarter. As a result, we believe that
period-to-period comparisons of our operating results are not necessarily
meaningful. Investors should not rely on the results of any one quarter or
series of quarters as an indication of our future performance.
It is likely that in some future quarter or quarters our operating results
will be below the expectations of securities analysts or investors. In such
event, the market price of our common stock may decline significantly.
These variations in our operating results will likely be caused by factors
related to the operation of our business, including:
. Variations in the timing and size of orders for our Internet connectivity
products;
. Our ability to license, and the timing of licenses, of our Web platform
products, particularly site server licenses and Timbuktu Pro;
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. The growth rate in the number of Web sites that are built using our Web
platform, from which we derive revenues;
. Loss of significant distributors or customers, or significant decreases or
delays in purchases by significant distributors or customers, such as
Ingram Micro, Softway International and NorthPoint Communications;
. The mix of products and services and the gross margins associated with such
products and services, including the impact of our increased sales of lower
margin Internet connectivity products as a percentage of our total
revenues;
. The price and availability of chip sets, which we obtain from Conexant
Systems, for our DSL Internet connectivity products;
. The timing and size of expenses, including operating expenses and expenses
of developing new products and product enhancements; and
. Our ability to attract and retain key personnel.
These variations may also be caused by factors related to the development
of the DSL market, the market for our Web platform products and the competition
we face in these markets, including:
. The timing and rate of deployment of DSL services by telecommunications
service providers;
. The timing and rate of deployment of alternative high-speed data
transmission technologies, such as cable modems and high-speed wireless
data transmission;
. Anticipated price competition in the market for Internet connectivity
products and Web platform products;
. The level of market penetration of our Internet connectivity and Web
platform products relative to those of our competitors; and
. Anticipated increases in competition among producers of Web site
development and Web site server products, including the impact of products
that are available from some of our competitors at no cost.
These variations may also be caused by other factors affecting our
business, many of which are substantially outside of the control of our
management, including:
. Costs associated with future litigation, including litigation relating to
the use or ownership of intellectual property;
. Acquisition costs or other non-recurring charges in connection with the
acquisition of companies, products or technologies;
. Foreign currency and exchange rate fluctuations which may make our dollar-
denominated products more expensive in foreign markets or could expose us
to currency rate fluctuation risks if our sales become denominated in
foreign currencies; and
. General global economic conditions which could adversely affect sales to
our customers.
We may not be able to compete successfully against current and future
competitors.
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We sell products and services in markets that are highly competitive. We
expect competition to intensify as current competitors expand their product and
service offerings and new competitors enter the market. Increased competition is
likely to result in price reductions, reduced gross margins and loss of market
share, any one of which could seriously harm our business. Competitors vary in
size, scope and breadth of the products and services offered.
In the DSL router market, we primarily encounter competition from 3Com,
Lucent Technologies, Cayman Systems, Cisco Systems, Efficient Networks,
FlowPoint, Ramp Networks and several other companies. In addition to these
competitors, there have been a growing number of announcements by other
companies that they intend to enter the DSL router market. Further, some
competitors offer low-cost or no-cost support programs that are similar to our
"Up & Running, Guaranteed!" program.
In the market for Web sites and electronic commerce platforms, we encounter
competition primarily from Homestead Technologies, IBM, Inc. Online, Site
Architects, Sitematic, Verio, Yahoo! and several other companies. In the market
for our remote control and enterprise software, we primarily encounter
competition from Computer Associates, Intel, Microcom (Compaq), Microsoft,
Vector Networks, Stac Software, Symantec, Tivoli Systems (IBM) and several other
companies. We anticipate intense competition from some of these companies
because some of these competitors provide their products to consumers at no
cost. For example, Microsoft has available at no cost a communications and
collaboration software product that could limit the market for Timbuktu Pro.
Many of our current and potential competitors in all three areas have
longer operating histories, significantly greater financial, technical,
marketing and other resources, significantly greater name recognition and a
larger base of customers than we do. In addition, many of our customers have
well-established relationships with our current and potential customers and have
extensive knowledge of these industries. In the past, we have lost potential
customers to competitors in all three areas for various reasons, including lower
prices and other incentives not matched by us. In addition, current and
potential competitors have established or may establish cooperative
relationships among themselves or with third parties to increase the ability of
their products and services to address customer needs. Accordingly, new
competitors or alliances among competitors may emerge and rapidly acquire
significant market share. We also expect that competition will increase as a
result of industry consolidation.
We need to develop, introduce and market new and enhanced products in a timely
manner to remain competitive.
We compete in markets characterized by continuing technological
advancement, changes in customer requirements and evolving industry standards.
To compete successfully, we must design, develop, manufacture and sell new or
enhanced products that provide increasingly higher levels of performance,
reliability and compatibility. For example, we anticipate that voice over DSL
technology will become an important feature of future DSL router products. As a
result, we believe we will need to successfully develop, introduce and market
voice over DSL functionality in our products. Additionally, we will need to
continue to integrate our DSL router technology with the architectures of
leading central office equipment providers in order to enhance the reliability,
ease-of-use and management functions of each of our DSL products. Currently, our
router products are fully integrated with Copper Mountain's CopperView
management for CopperEdge central office access concentrators and are
interoperable with Lucent's Stinger and Nokia's ATM/DSL D50 Speedlink digital
subscriber line central office access concentrators. However, we may not be able
to successfully develop, introduce, enhance or market these or other products
necessary to our future success. In addition, any delay in developing,
introducing or marketing these or other products would seriously harm our
business.
We may engage in acquisitions or divestitures that involve numerous risks,
including the use of cash and the diversion of management attention.
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In the past, we have engaged in both acquisitions and divestitures. For
example, in August 1998, we sold our LAN Division, which developed and sold
local area network (LAN) products. We may continue to acquire companies,
technologies or products or to sell or discontinue some of our technologies or
products in future periods. In the past, our acquisitions and divestitures have
involved numerous risks, including the use of significant amounts of our cash,
diversion of the attention of our management from our core business, loss of our
key employees and significant expenses and write-offs. For example, in December
1998, we acquired netOctopus and Serus and in October 1999, we acquired StarNet
Technologies. The success of these acquisitions depends upon our ability to
timely and successfully develop, manufacture and gain market acceptance for the
products we acquired. If we engage in additional acquisitions or divestitures in
future periods, we may not be able to address these risks and our business may
be harmed.
We may experience declining gross margins due to price competition and an
increase in sales of lower margin Internet connectivity products as a percentage
of our total revenue.
We expect that sales of our Internet connectivity products may account for
a larger percentage of our total revenues in future periods. Because these
products are generally sold at lower gross margins than our Web platform
products, this will likely result in a decrease in our overall gross margins.
Further, we expect that the market for Internet connectivity products, in
particular DSL products, will become increasingly competitive and that we will
be forced to lower the prices we charge for our Internet connectivity products
in the future. As the average selling price of our routers declines, our gross
margins related to such products, and in general, are likely to decline.
The loss of, or decline in, purchases by one or more of our key distributors or
customers would result in a significant decline in our revenues.
Our revenues will decline and our losses will increase if we lose one or
more of our significant distributors or customers or if our key distributors or
customers reduce or delay purchases of our products. During the fiscal year
ended September 30, 1999, our top three customers and distributors who each
individually represented at least 5% of our total revenues accounted for
approximately 21% of our total revenues as a group. In this period, sales to
Ingram Micro represented approximately 10% of our total revenues. In the years
ended September 30, 1998 and 1997, our distributors and customers who each
individually represented at least 5% of our total revenues accounted for
approximately 16% and 20% of our total revenues, respectively. We do not have
purchase contracts with any of our customers that obligate them to continue to
purchase our products and these customers could cease purchasing our products at
any time.
Our limited operating history in DSL Internet connectivity products makes it
difficult to evaluate our prospects.
Our DSL Internet connectivity products have only recently been introduced.
You should consider our prospects in light of the difficulties we may encounter
because these products are at an early stage of development in a relatively new,
rapidly evolving and intensely competitive market. For example, we may not
correctly anticipate market requirements, including requirements for
performance, price, features and compatibility with other DSL equipment. We may
not be able to rapidly introduce innovative new products that meet these market
requirements. It is possible that the market for DSL Internet connectivity
products will develop in a manner that we do not anticipate. Our competitors
have introduced DSL products, some of which may compete effectively against our
DSL products. Such developments could render our DSL products obsolete.
Our revenues will not grow and our losses will increase if we cannot continue to
successfully introduce, market and sell our DSL Internet connectivity products.
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A substantial portion of our revenues from Internet connectivity products
is derived from non-DSL routers. We anticipate that in the future the market for
such non-DSL products will decrease and that sales of our non-DSL products will
decline as a percentage of our total revenues. Accordingly, our revenues will
not grow if we are unable to continue to introduce, market and sell our DSL
Internet connectivity products.
Sales of our DSL Internet connectivity products will decline substantially if
Copper Mountain and Nokia DSL equipment is not widely deployed.
We are dependent on the selection of Copper Mountain and Nokia DSL
equipment by telecommunications service providers that are deploying DSL
services. Historically, substantially all of our sales of DSL routers have been
for use with DSL equipment manufactured by Copper Mountain Networks. We have
recently introduced our DSL routers for use with DSL central office access
concentrators manufactured by Nokia. If Copper Mountain or Nokia DSL equipment
is not widely used in DSL deployments, our business will be seriously harmed.
Substantial sales of our DSL Internet connectivity products will not occur
unless telecommunications service providers initiate substantial deployment of
DSL services.
The success of our DSL Internet connectivity products depends upon whether
telecommunications service providers deploy DSL technologies and upon the timing
of the deployment of such technologies. Factors that will impact such deployment
include:
. A prolonged approval process by service providers, including laboratory
tests, technical trials, marketing trials, initial commercial deployment
and full commercial deployment;
. The development of a viable business model for DSL services, including the
capability to market, sell, install and maintain DSL services;
. Cost constraints, such as installation costs and space and power
requirements at the telecommunications service provider's central office;
. Lack of compatibility of DSL equipment that is supplied by different
manufacturers;
. Evolving industry standards for DSL technologies; and
. Government regulation.
If telecommunications service providers do not expand their deployment of
DSL services, or if additional telecommunications providers do not offer DSL
services on a timely basis, then our business, financial condition and results
of operations will be seriously harmed.
Other technologies for the high-speed Internet connectivity market will compete
with DSL services.
DSL services are competing with a variety of different high-speed Internet
connectivity technologies, including cable modem, satellite and other wireless
technologies. Many of these technologies will compete effectively with DSL
services. If any technology competing with DSL technology is more reliable,
faster, less expensive, reaches more customers or has other advantages over DSL
technology, then the demand for our products and services and our revenues and
gross margins may decrease.
We depend upon the ability of emerging competitive telecommunications service
providers to compete effectively with traditional telephone companies in
providing DSL services.
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The purchasers of our DSL Internet connectivity products are primarily
emerging competitive telecommunications service providers such as NorthPoint
Communications and Covad Communications. We depend upon the ability of such
competitive telecommunications service providers to successfully offer DSL
services. These competitive telecommunications service providers are competing
with traditional regional telephone companies. Traditional regional telephone
companies may have a number of competitive advantages over their new
competitors, including greater resources, name recognition and access to
customers. Also, traditional regional telephone companies may restrict, or
attempt to restrict, the ability of competitive telecommunications service
providers to install DSL equipment at the regional telephone companies' central
offices.
We purchase all of the chip sets for our DSL routers from Conexant Systems.
All of our DSL routers rely on chip sets that are supplied by Conexant
Systems. We do not have a volume purchase contract with Conexant Systems and
Conexant Systems could cease selling us chip sets at any time. If we are unable
to timely obtain a sufficient quantity of chip sets from Conexant Systems for
any reason, sales of our DSL routers could be delayed or halted. Further, we
could also be forced to redesign our DSL routers and qualify a new supplier of
chip sets. The resulting stoppage or delay in selling our products and the
expense of redesigning our DSL routers would seriously harm our reputation and
business.
Substantially all of our circuit boards are manufactured by Hi-Tech
Manufacturing, or HTM, a contract manufacturer.
Substantially all of our Internet connectivity products include circuit
boards that are manufactured by HTM. Additionally, certain of our DSL routers
are assembled and packaged by HTM. If supplies of circuit boards or DSL routers
from HTM are interrupted for any reason, we will incur significant losses until
we can arrange for alternative sources. Any such interruption may seriously harm
our reputation and business.
We may be unable to obtain components for our Internet connectivity products
from independent contractors and specialized suppliers.
We do not manufacture any of the components used in our products and
perform only limited assembly on some products. All of our Internet connectivity
products rely on components that are supplied by independent contractors and
specialized suppliers. We generally do not have guaranteed supply arrangements
with these third-parties and they could cease selling components to us at any
time. Moreover, the ability of independent contractors and specialized suppliers
to provide us with sufficient router components also depends on our ability to
accurately forecast our future requirements. If we are unable to timely obtain a
sufficient quantity of components from the independent contractors or
specialized suppliers for any reason, sales of our Internet connectivity
products could be delayed or halted. Further, we could also be forced to
redesign our Internet connectivity products and qualify new suppliers of
components. The resulting stoppage or delay in selling our products and the
expense of redesigning our Internet connectivity products would seriously harm
our reputation and business. In addition, we anticipate that it will be
necessary for us to establish relationships with additional component suppliers
in the future. If we are unsuccessful in establishing these relationships, we
may not be able to obtain sufficient components in some future period.
Our revenues will not grow and our losses will increase if we cannot
successfully introduce, market and sell our Web platform.
A substantial majority of revenues from our Web platform is derived from
the sale of Timbuktu Pro. We anticipate that in the future the market for
Timbuktu Pro will grow more slowly than the market for other Web platform
products and services. In addition, we rely on licensees of our Web platform to
promote the use of our Web platform for building Web sites. The extent and
nature of the promotions by licensees of our Web platform
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are outside of our control. If licensees of our Web platform do not success
fully promote our Web platform, we will not generate recurring revenues from
royalties on Web sites promoted by licensees of our Web platform.
The market for our Web platform may be limited by products and services that are
available at no cost.
Some companies are offering Web presence and enhancement products at no
cost. In some instances, we believe these companies are not charging for such
products and services because they are generating revenue from their Web sites
from other sources, such as advertising or subscription fees. If such free
products and services become widely used, the market for our Web platform
products will be limited.
To be successful, use of our Web platform must become widespread, and this will
require us to rapidly build our sales channel, which we may be unable to do.
Growth in revenues from our Web platform will be heavily dependent on
recurring fees from Web sites created by licensees. Accordingly, to be
successful, our Web platform must become widely used. The sales cycle for
licensing our Web platform can be long. We will be required to build our
internal sales organization and customer support organization to increase the
number of licensees of our Web platform. Because the market for technical sales
and support personnel is intensely competitive, growing our sales and support
organization may be difficult. If we are unable to rapidly establish the
widespread use of our Web platform, it is possible that competing products could
become widely used, reducing the likelihood that we will generate significant
revenues from our Web platform.
Our Web platform is based on a proprietary architecture, and if customers find
the architecture inflexible, then our Web platform may not be successful.
Many Web presence products are based on a programming language called
hypertext markup language (HTML). Because this language is widely accepted as an
industry standard, Web sites that are created with it may be easier to modify
than Web sites that are created with proprietary languages. Our Web platform is
based on a proprietary version of hypertext markup language. Our products may
not be successful if customers prefer Web sites created with industry standard
hypertext markup language to Web sites created with our proprietary hypertext
markup language.
If hosting services for our Web platform perform poorly, our reputation will be
damaged and we could be sued.
We depend on our servers, networking hardware and software infrastructure,
and third-party service and maintenance of these items to provide reliable,
high-performance Web site hosting services for our customers. In addition, our
servers are located at third-party facilities. Failure or poor performance by
the third parties we contract to maintain our servers, hardware and software,
could lead to interruption or deterioration of our Web site hosting services.
Additionally, a slowdown or failure of our systems due to an increase in the use
of the Web sites we currently host, or due to damage or destruction of our
systems for any reason, could also lead to interruption or deterioration of our
Web site hosting services. If there is an interruption or a deterioration of our
Web site hosting services, our reputation would be seriously harmed and,
consequently, sales of our products and services would decrease. If such
circumstances do arise in some future period, in order to retain current
customers and attract new customers, we may have to provide our Web site hosting
services at a subsidized price or even at no cost. In addition, if our Web site
hosting services are interrupted, perform poorly, or are unreliable, we are at
risk of litigation from our customers.
We license a substantial portion of our Timbuktu Pro software to a limited
number of large customers and these licenses have a lengthy sales cycle.
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A volume license of our Timbuktu Pro software involves a significant
commitment of financial resources by our customers. As a result, volume licenses
of our Timbuktu Pro software have a long sales cycle, and in the past, we have
only sold volume licenses of our Timbuktu Pro software to a small number of
large customers each quarter. Further, volume license sales of Timbuktu Pro are
typically closed in the final weeks of the quarter and the timing of these
licenses may cause our quarterly results to vary. We generally incur significant
expenses in sales and marketing prior to obtaining customer commitments for the
volume licenses of our Timbuktu Pro software. As a result, our inability to get
customer commitments or delays in such commitments due to the lengthy sales
cycles would reduce our revenues and cause our losses to increase.
A substantial portion of our revenues come from sales to international
customers.
A substantial portion of our revenues come from sales to international
customers. We expect sales to international customers to continue to comprise a
significant portion of our revenues. While our international sales are typically
denominated in United States dollars, fluctuations in currency exchange rates
could cause our products and services to become relatively more expensive to our
foreign customers. This could lead to decreased profitability of our products
and services.
We typically experience a seasonal reduction in revenues in the three months
ended September 30.
In the past, we have experienced a seasonal reduction in our revenues in
the three months ended September 30, primarily due to European vacation
schedules which typically result in reduced economic activity in Europe during
such periods. We anticipate that this trend will continue.
The proceeds we expect to receive for the sale of our LAN Division could be
affected by its future performance under the new owner.
In connection with the sale of our LAN Division in August 1998 to Farallon
Communications, or Farallon, an affiliate of Gores Technology Group, or Gores,
we received consideration which included (i) a two year $1.0 million promissory
note from Farallon, guaranteed by Gores, and (ii) royalties on Farallon's
revenues for a period of five years which are currently recorded on our balance
sheet as an amount receivable of $738,000. Because a substantial portion of
Farallon's products are designed for products sold by Apple Computer, or Apple,
the ability of the buyer to make these payments depends in large part upon the
market for Apple's products.
Our success depends on retaining our current key personnel and attracting
additional key personnel.
Our future performance depends on the continued service of our senior
management, product development and sales personnel, particularly Alan Lefkof,
our President and Chief Executive Officer. None of these persons, including Mr.
Lefkof, is bound by an employment agreement, and we do not carry key person life
insurance. The loss of the services of one or more of our key personnel could
seriously harm our business. Our future success depends on our continuing
ability to attract, hire, train and retain a substantial number of highly
skilled managerial, technical, sales, marketing and customer support personnel.
In addition, new hires frequently require extensive training before they achieve
desired levels of productivity. Competition for qualified personnel is intense,
and we may fail to retain our key employees or to attract or retain other highly
qualified personnel.
Our intellectual property may not be adequately protected, and our products may
infringe upon the intellectual property rights of third parties.
We depend on our ability to develop and maintain the proprietary aspects of
our technology. To protect our proprietary technology, we rely primarily on a
combination of contractual provisions, confidentiality procedures, trade
secrets, and patent, copyright and trademark law.
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Despite our efforts to protect our proprietary rights, unauthorized parties
may attempt to copy aspects of our products or obtain and use information that
we regard as proprietary. Policing unauthorized use of our products is
difficult, and there is no guarantee that the safeguards that we employ will
protect our intellectual property and other valuable competitive information.
For example, in selling our Timbuktu Pro software, we often rely on license
cards that are included in our products and are not signed by licensees.
Therefore, such licenses may be unenforceable under the laws of certain
jurisdictions. In addition, the laws of some foreign countries where our
products are or may be manufactured or sold, particularly developing countries
including various countries in Asia, such as the People's Republic of China, do
not protect our proprietary rights as fully as do the laws of the United States.
Our customers may return our products to us for replacement or refund.
We provide end users of our products with a 90-day limited warranty on our
Timbuktu Pro software and a one-year limited warranty on our Internet
connectivity products. In addition, we provide end users of our Web sites a free
30-day trial period after which time end users can cancel at no cost. We permit
end users to return our Internet connectivity equipment, Timbuktu Pro software
and Web sites for replacement or refund of the full purchase price if the
products do not perform as warranted. If a substantial portion of our customers
return our products for replacement or refund, we will lose revenue and our
business could be seriously damaged.
Our products are complex and may contain undetected or unresolved defects.
Our products are complex and may contain undetected or unresolved defects
when first introduced or as new versions are released. We cannot assure you
that, despite our testing, defects will not be found in new products or new
versions of products following commercial release. If our products do contain
undetected or unresolved defects, we may lose market share, experience delays in
or losses of market acceptance or be required to issue a product recall. In
addition, we would be at risk of product liability litigation for financial or
other damages to our customers because of defects in our products. Although we
attempt to limit our liability to end users through disclaimers of special,
consequential and indirect damages and similar provisions, we cannot assure you
that such limitations of liability will be legally enforceable.
Our business could be adversely affected by problems associated with the Year
2000.
The risks posed by Year 2000 issues could adversely affect our business in
a number of significant ways. Based on our testing, we believe that our
internally developed systems and technology (including our financial, order
entry, inventory, shipping and customer database systems) are Year 2000
compliant. Nevertheless, our information technology systems could be
substantially impaired or cease to operate due to Year 2000 problems. In
addition, products currently under development are being designed to be Year
2000 compliant. We have developed contingency plans that include, among other
things, manual "work-arounds" for software and hardware failures, as well as
substitution of systems, if necessary. We cannot assure you that despite our
Year 2000 compliance program there will not be an interruption of operations or
other limitations of system functionality or that we will not incur substantial
costs to avoid such limitations. Any failure to effectively monitor, implement
or improve our internal support systems could seriously harm our business.
Additionally, we rely on information technology supplied by third parties,
and many of our customers, vendors, strategic partners and suppliers are also
heavily dependent on information technology systems and on their own third party
information technology. We are in the process of identifying and prioritizing
critical third-party vendors, strategic partners and suppliers of non-
information related products and services concerning their plans and progress in
addressing the Year 2000 issues. Year 2000 problems experienced by any of these
third parties could seriously harm our business. Additionally, the Internet
could face serious disruptions arising from the Year 2000 problem.
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Many of our customers and potential customers have implemented policies
that prohibit or strongly discourage making changes or additions to their
internal computer systems until after January 1, 2000. We will experience fewer
sales if potential customers who might otherwise purchase our products and
services delay such purchases and implementations until after January 1, 2000 in
an effort to stabilize their internal computer systems, to cope with the Year
2000 problem or because their information technology budgets have been diverted
to address Year 2000 problems. If our customers and potential customers delay
purchasing or implementing our products and services in preparation for the Year
2000 problem, our business would be seriously harmed.
We cannot guarantee that any of our customers, suppliers or partners will
be Year 2000 compliant in a timely manner, or that their failure to become Year
2000 compliant will not cause significant disruptions to our business or the
perceived performance of our products. Given the pervasive nature of the Year
2000 problem, we cannot guarantee that disruptions in other industries and
market segments will not adversely affect our business. Moreover, the costs
related to Year 2000 compliance, which thus far have not been material, could
ultimately be significant.
Substantial sales of our common stock by our large stockholders could cause our
stock price to fall.
We have a limited number of stockholders that hold a large portion of our
common stock. To the extent our large stockholders sell substantial amounts of
our common stock in the public market, the market price of our common stock
could fall.
Our industry may become subject to changes in tariffs and regulations.
Our industry and industries that our business depends on may be affected by
changes in tariffs and regulations. For example, we depend on telecommunications
service providers for sales of our DSL Internet connectivity products, and
companies in the telecommunications industry must comply with numerous
regulations and pay numerous tariffs. If our industry or industries that we
depend on become subject to increases in tariffs and regulations that lead to
corresponding increases in the cost of doing our business or doing business with
us, our revenues could decline. For example, if a regulatory agency imposed
restrictions on DSL service that were not also imposed on other forms of high-
speed Internet access, our business could be harmed.
Our California facilities are located near major earthquake fault lines.
Our California facilities are located near major earthquake fault lines. If
there is a major earthquake in the region, our business could be seriously
harmed.
We may find it difficult to raise needed capital in the future, which could
significantly harm our business.
We may require substantial capital to finance our future growth and fund
our ongoing research and development activities beyond 1999. Our capital
requirements will depend on many factors, including:
. Acceptance of and demand for our products;
. The number and timing of acquisitions;
. The costs of developing new products;
. The costs associated with our expansion; and
. The extent to which we invest in new technology and research and
development projects.
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If we issue additional stock to raise capital, your percentage ownership in
Netopia would be reduced. Additional financing may not be available when needed
and, if such financing is available, it may not be available on terms favorable
to us.
Our stock price may be volatile, which may result in substantial losses for our
stockholders.
The market price of our common stock may fluctuate significantly in
response to the following factors, some of which are beyond our control:
. Variations in our quarterly operating results;
. Changes in securities analysts' estimates of our financial performance;
. Changes in market valuations of similar companies;
. Announcements by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
. Losses of major customers or the failure to complete significant licensing
transactions;
. Additions or departures of key personnel; and
. Fluctuations in the stock market price and volume, which are particularly
common among highly volatile securities of companies in our industry.
We are at risk of securities class action litigation due to the expected
volatility of our stock price.
In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may in the future be a target of similar litigation. Securities
litigation could result in substantial costs and divert management's attention
and resources.
A third party may have difficulty acquiring us, even if doing so would be
beneficial to our stockholders.
Provisions of our Amended and Restated Certificate of Incorporation, our
Bylaws and Delaware law could make it difficult for a third party to acquire us,
even if doing so would be beneficial to our stockholders.
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<PAGE>
USE OF PROCEEDS
- --------------------------------------------------------------------------------
We will not receive any proceeds from the sale of the common stock by the
Selling Stockholders.
SELLING STOCKHOLDERS
- --------------------------------------------------------------------------------
We are registering the shares of common stock pursuant to the following
agreements:
(1) An Agreement and Plan of Reorganization, dated September 28, 1999,
(the "Merger Plan") by and among Netopia, SN Merger Corporation, a wholly owned
subsidiary of Netopia, ("Sub") and StarNet Technologies, Inc. ("StarNet")
whereby StarNet was merged with and into Sub. Pursuant to the merger, each
selling stockholder named below exchanged his or her securities in StarNet for a
combination of Common Stock of Netopia (the "Merger Shares") and cash. Pursuant
to the Merger Agreement, Netopia and each of the Selling Stockholders has
entered into a Registration Rights Agreement, dated September 30, 1999, whereby
Netopia has agreed to file with the SEC a registration statement to provide for
the resale of the Merger Shares.
(2) An Escrow Agreement, dated October 13, 1999 (the "Escrow Agreement"),
by and among Netopia, each selling stockholder and Greater Bay Trust Company as
escrow agent (the "Escrow Agent") pursuant to which the Selling Stockholders
have placed into escrow an aggregate of 30,673 Merger Shares (the "Escrow
Shares"), pro rata in the same proportion as the total number of Merger Shares
issuable to each selling stockholder under the Merger Plan. The Selling
Stockholders have placed the Escrow Shares into escrow as security for the
indemnification obligations of the StarNet and the selling shareholders under
the Merger Plan. The Escrow Shares will be held by the Escrow Agent until June
30, 2000, on which date they will be released to the selling shareholders, less
any shares delivered to Netopia in satisfaction of any indemnity claims.
The Selling Stockholders may from time to time offer and sell any or all of
their shares pursuant to this prospectus. Because the Selling Stockholders are
not obligated to sell shares of common stock, and because Selling Stockholders
may also acquire publicly traded shares of our common stock, we cannot estimate
how many shares of common stock each selling stockholder will beneficially own
after this offering. The table below shows the number of shares of Common Stock
beneficially owned by the Selling Stockholders as of December 15, 1999, the
number of shares being offered, and beneficial ownership assuming that all
offered shares are sold and that no Selling Stockholder acquires additional
shares in the open market or otherwise.
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<TABLE>
<CAPTION>
Shares of Common Shares of Common
Stock Beneficially Stock Beneficially
Owned Prior Owned After
to the Offering(1) Number of the Offering
------------------------- Shares Being -------------------------
Name Number Percent(2) Offered Number Percent(2)
- -------------------------------------- ----------- ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sanjay Dhawan......................... 66,838 * 66,838 -- *
Mark Mah.............................. 33,419 * 33,419 -- *
Jayant Kadambi........................ 33,419 * 33,419 -- *
Ayyappan Sankaran..................... 25,686 * 25,481 205 *
Basil Alwan........................... 6,683 * 6,683 -- *
Duke Cho.............................. 3,056 * 2,381 675 *
Yogesh Dandekar....................... 1,328 * 939 389 *
Robert DeMong......................... 568 * 563 5 *
Vinod Dham............................ 6,683 * 6,683 -- *
Casie Ho.............................. 1,670 * 1,670 -- *
G.S. Iyer............................. 4,119 * 2,993 1,126 *
Ajmer Mann............................ 373 * 250 123 *
Tae Hea Nahm.......................... 501 * 501 -- *
Phillip Simmons....................... 4,704 * 3,557 1,147 *
Linh Tran............................. 1,953 * 1,524 429 *
VLG Investments 1998.................. 1,169 * 1,169 -- *
Tuan Vu............................... 1,207 * 1,065 142 *
C.W. Wong............................. 1,670 * 1,670 -- *
Wearnes Technology (Pte.) Ltd......... 223,617 1.4% 223,617 -- *
O'Connor's Holdings Pte Ltd........... 33,419 * 33,417 -- *
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. The number of shares beneficially owned by a
person includes shares of common stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of December 15,
1999. Such shares issuable pursuant to such options are deemed outstanding for
computing the percentage ownership of the person holding such options but are
not deemed outstanding for the purposes of computing the percentage ownership of
each other person. Unless otherwise indicated below, the persons and entities
named in the table have sole voting and sole investment power with respect to
all shares beneficially owned, subject to community property laws where
applicable.
(2) Where indicated with an asterisk (*), such person or entity represents
beneficial ownership after this offering of less than one percent of the total
outstanding shares of Netopia.
PLAN OF DISTRIBUTION
- --------------------------------------------------------------------------------
We have filed a Registration Statement of which this prospectus forms a
part pursuant to registration rights we granted to the Selling Stockholders
pursuant to the Registration Rights Agreement. As used herein, "Selling
Shareholders" includes donees and pledgees selling shares received from a named
Selling Shareholder 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 Netopia. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of shares will be borne by the Selling Shareholders.
To our knowledge, no selling stockholder has entered into any agreement,
arrangement or understanding with any particular broker or market maker with
respect to the shares of common stock offered hereby, nor do we
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<PAGE>
know the identity of the brokers or market makers that will participate in the
sale of the shares. As used in this prospectus, the term "Selling Stockholders"
includes donees and pledgees selling shares received from a named selling
stockholder after the date of this prospectus.
Who May Sell; How Much; Applicable Restrictions. The Selling Stockholders
may from time to time offer the shares of common stock through brokers, dealers
or agents who may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the shares of
common stock for whom they may act as agent. In effecting sales, broker-dealers
that are engaged by the Selling Stockholders may arrange for other broker-
dealers to participate. The Selling Stockholders and any such brokers, dealers
or agents who participate in the distribution of the shares of common stock may
be deemed to be "underwriters," and any profits on the sale of the shares of
common stock by them and any discounts, commissions or concessions received by
any such brokers, dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. To the extent the Selling
Stockholders may be deemed to be underwriters, the Selling Stockholders may be
subject to certain statutory liabilities of, including but not limited to,
Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange
Act. To our knowledge, there are currently no plans, arrangements or
understandings between any Selling Stockholders and any broker, dealer, agent or
underwriter regarding the sale of the shares of common stock by the Selling
Stockholders.
Under the terms of the Registration Rights Agreement, each of Sanjay
Dhawan, Mark Mah, Jayant Kadambi and Ayyappan Sankaran (each, a "StarNet
Founder") are prohibited from selling any Merger Shares until January 25, 2000,
at which time each StarNet Founder may sell up to a maximum of fifty percent
(50%) of such StarNet Founder's Merger Shares. Each StarNet Founder may sell the
remaining fifty percent (50%) of his Merger Shares after April 25, 2000.
Manner of Sales and Applicable Restrictions. The Selling Stockholders will
act independently of Netopia in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made over the Nasdaq Stock
Market or otherwise, at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. The shares of common stock
may be sold according to one or more of the following methods:
(a) a block trade in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
(c) an over-the-counter distribution in accordance with the Nasdaq rules;
(d) ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
(e) privately negotiated transactions.
Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of our common stock,
including the entry of stabilizing bids or syndicate covering transactions or
the imposition of penalty bids. The Selling Stockholders and any other person
participating in such distribution will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder including, without
limitation, Regulation M (which regulation may limit the timing of purchases and
sales of any of the shares of common stock by the Selling Stockholders and any
other such person). The anti-manipulation rules under the Exchange Act may
apply to sales of shares of common stock in the market and to the activities of
the Selling Stockholders and their affiliates. Furthermore, Regulation M of the
Exchange Act may restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect
to the particular shares of common stock being distributed for a period of up to
five business
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<PAGE>
days prior to the commencement of such distribution. All of the foregoing may
affect the marketability of the shares of common stock and the ability of any
person or entity to engage in market-making activities with respect to the
shares of common stock.
Rules 101 and 102 of Regulation M under the Exchange Act, among other
things, generally prohibit certain participants in a distribution from bidding
for or purchasing for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the distribution. Rule
104 of Regulation M governs bids and purchases made to stabilize the price of a
security in connection with a distribution of the security.
Under the terms of the Registration Rights Agreement, each StarNet Founder
has agreed to place and execute all sales of his Merger Shares only through
Netopia's investment bankers and market makers. Under the terms of the
Registration Rights Agreement, Wearnes Technology (Pte.) Ltd. And O'Connor's
Holdings Pte. Ltd. each have agreed to place and execute any single sales
transaction of twenty-five thousand (25,000) or more Merger Shares only through
Netopia's investment bankers and market makers.
Hedging and Other Certain Transactions with Broker-Dealers. In connection
with distributions of the shares of common stock or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares of common stock registered hereunder in the course of hedging the
positions they assume with Selling Stockholders. The Selling Stockholders may
also sell shares of common stock short and redeliver the shares of common stock
to close out such short positions. The Selling Stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares of common stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus.
Selling stockholders may also loan or pledge the shares of common stock
registered hereunder to a broker-dealer and the broker-dealer may sell the
shares of common stock so loaned or, upon a default, the broker-dealer may
effect sales of the pledged shares of common stock pursuant to this prospectus.
Expenses Associated With Registration. We have agreed to pay the expenses of
registering the shares of common stock under the Securities Act, including
registration and filing fees, printing expenses, administrative expenses and
certain legal and accounting fees. Each of the Selling Stockholders will bear
its pro rata share of all discounts, commissions or other amounts payable to
underwriters, dealers or agents as well as fees and disbursements for legal
counsel retained by any such selling stockholder.
Indemnification. Under the terms of the Agreement, we have agreed to
indemnify each of the parties to the agreements and certain other persons
against certain liabilities in connection with the offering of the shares of
common stock, including liabilities arising under the Securities Act.
Prospectus Updates; Suspension of this Offering. At any time a particular
offer of the shares of common stock is made, a revised prospectus or prospectus
supplement, if required, will be distributed. Such prospectus supplement or
post-effective amendment will be filed with the SEC to reflect the disclosure of
required additional information with respect to the distribution of the shares
of common stock. Under the terms of the Agreement, each selling stockholder has
agreed to give at least two business days' prior written notice to Netopia of
any proposed sale of any Registrable Shares by the stockholder. Upon the
occurrence of any event known to our executive officers as a result of which
this prospectus is known by our executive officers to include an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing, the parties have each agreed not to
trade shares of common stock from the time the selling stockholder receives
notice from Netopia of such an event until such party receives a prospectus
supplement or amendment. Upon the occurrence of such an event, a prospectus
supplement or post-effective amendment, if required, will be distributed to the
parties.
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LEGAL MATTERS
- --------------------------------------------------------------------------------
The validity of the issuance of the common stock offered hereby will be
passed upon for us by David A. Kadish, our Vice President and General Counsel.
EXPERTS
- --------------------------------------------------------------------------------
The consolidated financial statements and schedule of Netopia, Inc. and
subsidiaries as of September 30, 1999 and 1998 and for each of the years in the
three-year period ended September 30, 1999, incorporated by reference in this
prospectus, have been incorporated by reference in reliance upon the reports of
KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of StarNet Technologies, Inc. as of September 30,
1999 and 1998 and for each of the years then ended, incorporated by reference in
this prospectus, have been incorporated by reference in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
- --------------------------------------------------------------------------------
This prospectus constitutes a part of a registration statement on Form S-3
filed by us with the Securities and Exchange Commission, or the SEC, under the
Securities Act of 1933. This prospectus does not contain all of the information
set forth in the Registration Statement, as we have omitted some parts in
accordance with the SEC's rules and regulations. For further information about
us and the shares being sold in this offering, please refer to the registration
statement. Statements contained in this prospectus concerning the contents of
any contract or any other document referred to are not necessarily a complete
description of the provisions of the contract. Copies of the registration
statement may be inspected, without charge, at the offices of the SEC, or
obtained at prescribed rates from the Public Reference Section of the SEC at the
address set forth below.
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and, in accordance therewith, we file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any document we file at the public reference facilities of the SEC located
at 450 Fifth Street N.W., Washington D.C. 20549. You may obtain information on
the operation of the SEC's public reference facilities by calling the SEC at 1-
800-SEC-0330. You can also access copies of such material electronically on the
SEC's home page on the Web at www.sec.gov. Information concerning Netopia, Inc.
is also available for inspection at the offices of the Nasdaq National Market,
Reports Section, 1735 K Street, N.W., Washington, D.C. 20006.
The SEC permits 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 we file with the SEC
after the date of this prospectus will automatically update and supersede this
information. We incorporate by reference the following documents filed by us
with the SEC. We also incorporate by reference any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, after the date of this prospectus until the termination of
this offering.
(a) the Registration Statement and the exhibits and schedules filed
therewith;
(b) our annual report on Form 10-K for the fiscal year ended September 30,
1998;
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<PAGE>
(c) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since September 30, 1998, including:
. Our quarterly reports filed on Forms 10-Q for the periods ended
December 31, 1998, March 31, 1999 and June 30, 1999;
. Form 8-K as filed on October 28, 1999; and,
. Form 8-K/A as filed on December 27, 1999.
(d) all other information that we file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this prospectus and prior to the termination of this offering.
Any statement incorporated herein shall be deemed to be modified or
superseded for the purposes of this prospectus and the Registration Statement to
the extent that a statement contained herein or in any other subsequently filed
document that is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus and the Registration Statement.
If you request a copy of any or all of the documents incorporated by
reference, then we will send to you the copies you requested at no charge.
However, we will not send exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents. You should direct
requests for such copies to Investor Relations, 2470 Mariner Square Loop,
Alameda, CA 94501. Our phone number is (510) 814-5100.
You should rely only on the information contained in and incorporated by
reference into this prospectus. We have not authorized anyone to provide you
with information different from that contained in this prospectus. Information
contained on Netopia's Web site does not constitute part of this prospectus. We
are offering to sell, and seeking offers to buy, shares of common stock 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 common
stock.
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