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Filed Pursuant to Rule 424(b)(3)
File No. 333-39764
PROSPECTUS
2,778,078 SHARES
THE VIALINK COMPANY
COMMON STOCK
This prospectus relates to the public offering, which is not being
underwritten, of up to 2,778,078 shares of our common stock by some of our
stockholders named in this prospectus or their respective pledgees, donees,
transferees or other successors in interest that receive these shares as a gift,
partnership distribution or other non-sale related transfer.
The prices at which these stockholders may sell the shares will be
determined by the prevailing market prices 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
"VLNK." On June 30, 2000, the closing price for our common stock as reported by
the Nasdaq National Market was $10.3125.
AN INVESTMENT IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISK. SEE THE
SECTIONS ENTITLED "RISK FACTORS" AND "ADDITIONAL FACTORS THAT MAY AFFECT FUTURE
RESULTS" IN THE DOCUMENTS WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
THAT ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS FOR CERTAIN RISKS AND
UNCERTAINTIES THAT YOU SHOULD CONSIDER.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS JULY 3, 2000.
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No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized 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.
WHERE YOU CAN FIND ADDITIONAL 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 SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to you without charge at the SEC's web site at http://www.sec.gov.
The SEC 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 later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13a, 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.
- our Annual Report on Form 10-KSB for the year ended December 31, 1999;
- our Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000;
- our Current Reports on Form 8-K dated March 1, 2000, March 22, 2000,
April 7, 2000 and May 31, 2000;
- our Definitive Proxy Statement on Schedule 14A filed with the SEC on
April 24, 2000 for our annual meeting of stockholders on June 5, 2000;
and
- the description of our common stock contained in our registration
statement on Form 8-A filed with the SEC on November 14, 1996, including
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:
J. Andrew Kerner
Senior Vice President of Finance and Chief Financial Officer
The viaLink Company
13155 Noel Road, Suite 800
Dallas, Texas 75240
(972) 934-5500
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We 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 or the prospectus supplement is
accurate as of any date other than the date on the front of the document.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
The materials incorporated herein by reference contain forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forwarding-looking words such as "may," "will," "expect,"
"intend," "anticipate," "believe," "estimate," "continue" and other similar
words. You should read statements that contain these words carefully because
they discuss our future expectations, make projections of our future results of
operations or of our financial condition or state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. Our actual results could
differ materially from the expectations we describe in our forward-looking
statements as a result of certain factors, as more fully described in "Risk
Factors," "Additional Factors That May Affect Future Results" and elsewhere in
the documents we file with the SEC that are incorporated herein.
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THE COMPANY
We were incorporated in the State of Oklahoma in 1985. We changed our name
to The viaLink Company in 1998 and reincorporated in the State of Delaware in
1999. Our principal executive offices are located at 13800 Benson Road, Edmand,
Oklahoma 73013-6413, and our telephone number is (405) 936-2500.
PLAN OF DISTRIBUTION
We are registering all 2,778,078 shares of our common stock on behalf of
the selling stockholders. 1,846,570 of the shares either originally were issued
by us or will be issued upon exercise of stock purchase warrants issued by us in
connection with two private placements or options issued by us in connection
with a settlement agreement. An additional 931,508 shares were reserved by us
for issuance upon exercise of certain stock purchase warrants to allow for
certain adjustments to the exercise price and the number of shares subject
thereto which may occur beginning one year from issuance based on the market
price of our common stock. The selling stockholders or pledgees, donees,
transferees or other successors in interest selling shares received as a gift,
partnership distribution or other non-sale related transfer after the date of
this prospectus, referred to herein as the "selling stockholders," may sell the
shares from time to time. The selling stockholders will act independently of us
in making decisions with respect to the timing, manner and size of each sale.
The sales may be made on one or more exchanges or in the over-the-counter market
or otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, in negotiated transactions, or at such other price as
the selling stockholders may determine from time to time. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers. The shares may be sold by one or more of, or a combination of,
the following:
- a block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of such exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
- in privately negotiated transactions; and
- through the writing of options on the shares or through short sales.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in the resales.
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The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders also may sell shares short and redeliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
selling stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because selling
stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. The selling stockholders have advised us that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by selling stockholders.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the shares may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock during a period
beginning one or five business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, each selling
stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including Rule 102, which provisions may limit
the timing of purchases and sales of shares of common stock by the selling
stockholders.
We will file a supplement to this prospectus, if required, pursuant to Rule
424(b) under the Securities Act upon 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. Such supplement will
disclose:
- the name of each such selling stockholder and of the participating
broker-dealer(s);
- the number of shares involved;
- the price at which such shares were sold;
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus;
and
- other facts material to the transaction.
In addition, upon being notified by a selling stockholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.
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We will pay all costs and expenses incurred in connection with the
registration under the Securities Act of the shares. The selling stockholders
will bear all commissions and discounts, if any, attributable to the sales of
the shares.
The selling stockholders are under no obligation to sell all or any of the
shares. The selling stockholders are not restricted as to the prices at which
they may sell their shares and sales of such shares at less than the market
price may depress the market price of the common stock.
Pursuant to their respective registration rights agreements, we have agreed
to indemnify the selling stockholders and their respective directors, officers
and controlling persons against liabilities relating to the registration
statement, including liabilities under the Securities Act. Each selling
stockholder has agreed to indemnify us and our directors, officers and
controlling persons against liabilities relating to the information given to us
by that selling stockholder in writing for inclusion in the registration
statement, including liabilities under the Securities Act. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities under the Securities Act.
USE OF PROCEEDS
We will receive the exercise price of the stock purchase warrants and
options, if such warrants and options are exercised, but will receive no
proceeds from the resale of the underlying shares which may be offered hereby.
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SELLING STOCKHOLDERS
The following table presents certain information regarding the beneficial
ownership of our common stock by the selling stockholders. The selling
stockholders may offer to sell the shares covered by this prospectus from time
to time.
<TABLE>
<CAPTION>
SHARES OWNED AFTER
THE OFFERING(2)
SHARES OWNED SHARES -------------------
PRIOR TO THE OFFERING OFFERED(1) NUMBER PERCENT(3)
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<S> <C> <C> <C> <C>
NAME OF SELLING STOCKHOLDER:
Millennium Partners, L.P............. 77,463(4) 77,463 0 *
RGC International Investors, LDC..... 2,660,615(5) 2,660,615 0 *
Harvey Barnett....................... 8,000(6) 8,000 0 *
Brad Fishman......................... 16,000(7) 16,000 0 *
Tony Schor........................... 16,000(8) 16,000 0 *
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Total...................... 2,778,078(9) 2,778,078 0 *
========= ========= == ==
</TABLE>
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* Less than 1%
(1) There is no assurance that the selling shareholders will sell any or all of
these shares.
(2) Assumes that all common stock purchase warrants and options are exercised,
that the selling stockholders will sell all of the shares being offered by
them in this prospectus, that the selling shareholders acquire no additional
shares of our common stock prior to the completion of this offering and that
the shares of our common stock which are not being offered pursuant to this
prospectus are not sold. 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 dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of our common stock.
(3) Percentage of ownership is based on 21,055,918 shares of common stock
outstanding on June 14, 2000. Shares of common stock subject to stock
options or warrants which are currently exercisable or will
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become exercisable within 60 days after June 21, 2000 are deemed outstanding
for computing the percentage of the person or group holding such options or
warrants, but are not deemed outstanding for computing the percentage of any
other person or group.
(4) Includes 10,662 shares underlying warrants which are exercisable within 60
days of this prospectus.
(5) Includes 960,615 shares of common stock and 1,700,000 shares of common stock
underlying stock purchase warrants. The number of shares represents an
estimate of the number of shares of common stock to be offered following the
exercise of the warrants. The actual number of shares of common stock
issuable upon exercise of warrants is indeterminate, is subject to
adjustment and could be materially more than such estimated number depending
on factors which cannot be predicted by us at this time, including, among
other factors, the future market price of our common stock. Under the terms
of the warrants, the warrants are exercisable by any holder only to the
extent that the number of shares of common stock issuable pursuant to those
securities, together with the number of shares of common stock owned by that
holder and its affiliates (but not including shares of common stock
underlying unexercised portions of the warrants) would not exceed 4.9% of
the then outstanding common stock as determined in accordance with Section
13(d) of the Exchange Act. Accordingly, the number of shares of common stock
set forth in the table for RGC International Investors exceeds the number of
shares of common stock that RGC International Investors could own
beneficially at any given time through their ownership of warrants. In that
regard, the beneficial ownership of the common stock by RGC International
Investors set forth in the table is not determined in accordance with Rule
13d-3 under the Exchange Act.
(6) Includes 8,000 shares underlying options which are exercisable within 60
days of this prospectus.
(7) Includes 16,000 shares underlying options which are exercisable within 60
days of this prospectus.
(8) Includes 16,000 shares underlying options which are exercisable within 60
days of this prospectus.
(9) See notes (4) through (8).
CERTAIN RELATIONSHIPS AMONG THE SELLING STOCKHOLDERS AND VIALINK
We have been informed that Brad Fishman and Tony Schor has or had a direct
or indirect business relationship with Investor Awareness, Inc., a company which
provided investor relations services for us until January 1999. To our
knowledge, there is no other material relationship between either of these
holders and us.
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LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for us
by Brobeck, Phleger & Harrison LLP, Austin, Texas.
EXPERTS
The financial statements as of December 31, 1997 and 1998 and for each of
the two years in the period ended December 31, 1998 incorporated in this
prospectus by reference to the Annual Report on Form 10-KSB for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
KPMG LLP, independent certified public accountants, have audited our
financial statements as of December 31, 1999 and for the year then ended,
incorporated by reference herein, as set forth in their report which is also
incorporated herein by reference. Our financial statements and schedule have
been incorporated by reference in reliance on their reports given on their
authority as experts in accounting and auditing.
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WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE A STATEMENT THAT DIFFERS FROM WHAT IS
IN THIS PROSPECTUS. IF ANY PERSON DOES MAKE A STATEMENT THAT DIFFERS FROM WHAT
IS IN THIS PROSPECTUS, YOU SHOULD NOT RELY ON IT. THIS PROSPECTUS IS NOT AN
OFFER TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE SECURITIES IN ANY STATE
IN WHICH THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION IN THIS PROSPECTUS
IS COMPLETE AND ACCURATE AS OF ITS DATE, BUT THE INFORMATION MAY CHANGE AFTER
THAT DATE.
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Where You Can Find Additional
Information.........................
Note Regarding Forward-Looking
Statements..........................
The Company...........................
Plan of Distribution..................
Use of Proceeds.......................
Selling Stockholders..................
Legal Matters.........................
Experts...............................
</TABLE>
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THE VIALINK COMPANY
2,778,078 SHARES
OF COMMON STOCK
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PROSPECTUS
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, 2000
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