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EXHIBIT 99
CONTACTS:
Gary Baker, Juno Public Relations
(212) 597-9005 or [email protected]
Becky Yeamans, Juno Investor Relations
(212) 597-9274 or [email protected]
JUNO ANNOUNCES FILING OF REGISTRATION STATEMENTS
FOR THE RESALE OF JUNO COMMON STOCK
NEW YORK, NY (November 28, 2000) -- Juno Online Services, Inc. (Nasdaq: JWEB),
the nation's third-largest provider of dial-up Internet services, announced
today that it has filed a registration statement with the Securities and
Exchange Commission for the resale of up to 10 million shares of Juno common
stock that may be issued to The Kingston Limited Partnership pursuant to a
previously announced "equity line" facility with Kingston.
Under certain circumstances, Juno would have the right (but not the obligation)
under this facility to obtain as much as $125 million through the issuance of
common stock to Kingston in a series of drawdowns over a two-year period.
However, the amount actually available to Juno, if any, will be limited by,
among other things, certain volume- and price-related limitations, and is
currently expected to be much lower than this figure. Any Juno common stock
issued to Kingston under this facility will be purchased at a price equal to 94
percent of the volume-weighted average price of Juno's common shares on each
purchase day, provided that Kingston will generally not be obligated to purchase
shares from Juno on any day when the purchase price so computed would be less
than $2.50 per share.
Subject to the facility's volume- and price-related limitations, Juno will
control the timing and frequency of any sales to Kingston, and will have no
obligation to draw down any minimum amount or number of times (although the
facility may be terminated if no drawdowns occur for a period of four
consecutive months). Juno will not be able to draw on the facility until such
time, if any, as the registration statement covering the shares of common stock
to be issued to Kingston is declared effective by the SEC. Kingston may resell
shares of Juno common stock at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such prevailing
prices, or at negotiated prices. A more detailed description of the terms of the
facility are provided in the aforementioned registration statement.
Juno also announced today that it has filed a registration statement with the
Securities and Exchange Commission for the resale of an aggregate of 1,836,283
shares of Juno common stock by NaviPath, Inc. and WorldSpy.com, Inc. The shares
to be sold by WorldSpy and NaviPath were issued by Juno pursuant to a subscriber
referral agreement under which WorldSpy referred
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its subscribers to Juno's Internet access service in exchange for referral fees
payable in shares of Juno common stock. WorldSpy and NaviPath may resell shares
of Juno common stock at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing prices, or
at negotiated prices.
Registration statements relating to all securities referenced above have been
filed with the Securities and Exchange Commission but have not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statements become effective. This
announcement shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
Copies of the prospectuses for the offerings may be obtained when available from
Richard Buchband, Senior Vice President and General Counsel, Juno Online
Services, Inc., 1540 Broadway, New York, NY 10036,
(212) 597-9000.
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STATEMENTS IN THIS PRESS RELEASE REGARDING JUNO ONLINE SERVICES, INC. THAT ARE
NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS AND ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE SUCH STATEMENTS TO DIFFER MATERIALLY FROM ACTUAL
FUTURE EVENTS OR RESULTS. ANY SUCH FORWARD-LOOKING STATEMENTS ARE MADE PURSUANT
TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE JUNO'S ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE DESCRIBED IN A FORWARD-LOOKING STATEMENT: LIMITED
HISTORY OF OFFERING JUNO'S BILLABLE PREMIUM SERVICES AND FREE BASIC SERVICE IN
ITS CURRENT FORM; HISTORY OF LOSSES; FAILURE TO RETAIN OR GROW JUNO'S SUBSCRIBER
BASE; INCREASING COMPETITION FROM EXISTING OR NEW COMPETITORS; INABILITY TO
SUSTAIN CURRENT LEVELS OF SUBSCRIBER ACQUISITION OR RETENTION; INABILITY TO
SUCCESSFULLY MIGRATE FREE SUBSCRIBERS TO, OR TO RETAIN SUBSCRIBERS IN, JUNO'S
BILLABLE PREMIUM SERVICES; RAPID TECHNOLOGICAL CHANGE; POSSIBLE UNAVAILABILITY
OF ALL OR A SUBSTANTIAL PORTION OF THE EQUITY LINE FACILITY DESCRIBED IN THIS
PRESS RELEASE DUE TO THE OPERATION OF THE VOLUME- AND/OR PRICE-RELATED LIMITS
INCORPORATED IN THE TERMS OF THE FACILITY AGREEMENT; DECREASES IN THE POPULARITY
OF THE INTERNET AMONG CONSUMERS OR AS AN ADVERTISING MEDIUM; DEPENDENCE ON A
LIMITED NUMBER OF PARTNERS AND VENDORS FOR THE PROVISION AND ROLL-OUT OF THE
JUNO EXPRESS BROADBAND SERVICE; POSSIBLE INDUSTRY CONSOLIDATION; AND POTENTIAL
FLUCTUATIONS IN QUARTERLY AND ANNUAL RESULTS. THIS LIST IS INTENDED TO IDENTIFY
ONLY CERTAIN OF THE PRINCIPAL FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER.
READERS ARE REFERRED TO THE REPORTS AND DOCUMENTS FILED BY JUNO WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE QUARTERLY REPORT ON FORM 10-Q
FILED NOVEMBER 14, 2000 AND THE REGISTRATION STATEMENTS REFERENCED ABOVE, FOR A
DISCUSSION OF THESE AND OTHER IMPORTANT RISK FACTORS.
