<PAGE>
FILE PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT NO. 333-35366
PROSPECTUS
1,067,232 SHARES
PUMA TECHNOLOGY, INC.
COMMON STOCK
------------------
The selling stockholders listed on page 17 are offering up to
1,067,232 shares of Puma Technology, Inc. common stock. We sold the shares to
the selling stockholders on March 17, 2000 in a private transaction.
The prices at which such stockholders may sell the shares will be determined
by the prevailing market price for the shares or in negotiated transactions. We
will not receive any of the proceeds from the sale of the shares.
Our common stock is quoted on the Nasdaq National Market under the symbol
"PUMA." On May 3, 2000, the average of the high and low price for the common
stock was $29.50.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2 OF THIS PROSPECTUS FOR CERTAIN RISKS AND UNCERTAINTIES THAT YOU SHOULD
CONSIDER.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS MAY 5, 2000.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
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
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. Our SEC filings are also available to the public
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 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until our offering is
completed.
(a) Annual Report on Form 10-K for the fiscal year ended July 31, 1999,
filed with the SEC on October 29, 1999, including certain information in our
Definitive Proxy Statement in connection with our 1999 Annual Meeting of
Stockholders;
(b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
October 31, 1999 filed December 15, 1999;
(c) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
January 30, 2000 filed March 16, 2000;
(d) Our Current Report on Form 8-K dated April 18, 2000;
(e) Our Current Report on Form 8-K dated December 10, 1999 and amended on
January 11, 2000; and
(f) The description of our common stock contained in our registration
statement on Form 8-A filed November 8, 1996, including any amendments or
reports filed for the purpose of updating such descriptions.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Kelly Hicks, Vice President of Operations and Chief Financial Officer
Puma Technology, Inc.
2550 North First Street, Suite 500
San Jose, CA 95131
(408) 321-7650
You should rely only on the information incorporated by reference or
provided in this prospectus or any 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 any prospectus supplement is
accurate as of any date other than the date on the front of the document.
1
<PAGE>
ABOUT PUMA
We are a Delaware corporation. Our principal executive offices are located
at 2550 North First Street, Suite 500, San Jose, CA 95131 and our telephone
number at that address is (408) 321-7650. In this prospectus references to
"Puma," "we," "us" and "our" refer to Puma Technology, Inc. unless the context
requires otherwise.
RISK FACTORS
An investment in our common stock offered pursuant to this prospectus
involves a high degree of risk. Our common stock should not be purchased if you
cannot afford the loss of your entire investment. Purchasers should carefully
consider the following risk factors in conjunction with the other information
included and incorporated by reference in this prospectus before purchasing or
otherwise acquiring our common stock. Our business, operating results and
financial condition could be adversely affected by any of the following risks.
The trading price of our common stock could decline due to any of these risks,
and you could lose all or part of your investment. You should also refer to the
other information set forth or incorporated by reference in this prospectus,
including our financial statements and the related notes.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. These statements relate to our future plans, objectives,
expectations and intentions, and the assumptions underlying or relating to any
of these statements. These statements may be identified by the use of words such
as "expects," "anticipates," "intends," and "plans" and similar expressions. Our
actual results could differ materially from those discussed in these statements.
Factors that could contribute to such differences include, but are not limited
to, those discussed below and elsewhere in this prospectus.
BECAUSE WE HAVE NO INTERNET OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE
OUR BUSINESS, AND WE MAY FACE VARIOUS RISKS, EXPENSES AND DIFFICULTIES
ASSOCIATED WITH EARLY STAGE COMPANIES.
Historically, we have licensed our products and technology primarily to PC
OEMs, corporations and to end users through our channels of distribution. In our
second quarter of fiscal 2000, we launched our Internet initiative. The
launching of this initiative requires us to add additional resources and to
develop and market our Intellisync.com portal and the products and technologies
recently acquired in the ProxiNet merger. We believe that NetMind's personnel
and technologies enhance our Internet initiative. We plan to market and license
our web-based products and solutions, which are currently under development, to
e-commerce providers, web portals, wireless carriers and individual consumers.
We also plan to offer these new products and solutions to corporations. We
expect to incur significant costs in launching our Internet initiative.
Our overall operating results are expected to change significantly as a
result of developing and bringing to market our new Internet products. It is
important to understand that our historical financial statements prior to the
quarter ended January 31, 2000, do not include operating results of our recently
formed Internet and consumer division. As a result of our new division, we
expect our combined results to reflect an operating loss for the foreseeable
future. There can be no assurance that we will be able to achieve or sustain
profitability.
Since we just launched our Internet initiative, there is little information
on which to evaluate our business and prospects as an Internet company. An
investor in our common stock should consider the risks, expenses and
difficulties that young companies frequently encounter in the new and rapidly
evolving markets for Internet products and services. These risks to us include:
- our evolving new business model;
- our need and ability to manage growth; and
- rapid evolution of technology.
2
<PAGE>
To address these risks and uncertainties, we must take several steps,
including:
- creating and maintaining strategic relationships;
- expanding sales and marketing activities;
- raising additional capital;
- integrating existing and acquired technologies;
- expanding our customer base and retaining key clients;
- introducing new services;
- managing rapidly growing operations, including new facilities and
IT infrastructure;
- competing in a highly competitive market; and
- attracting, retaining and motivating key employees.
We may not be successful in implementing any of our strategies or in
addressing these risks and uncertainties. We expect that our operating expenses
will substantially increase, primarily as a result of our investment in our new
Internet product initiative. Moreover, even if we accomplish our objectives, we
still may not achieve sustainable profitability in the future.
We have invested substantial amounts in technology and infrastructure
development. We expect to continue to invest substantial financial and other
resources to develop and introduce new Internet and wireless products and
services, and to expand our sales and marketing organizations, strategic
relationships and operating infrastructure. We expect that our cost of revenue,
sales and marketing expenses, general and administrative expenses, operations
and customer support expenses, and depreciation and amortization expenses will
continue to increase in absolute dollars and may increase as a percent of
revenue. If revenue does not correspondingly increase, our operating results and
financial condition could be negatively affected.
OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND MAY BE DIFFICULT TO
PREDICT.
Our operating results have fluctuated in the past, and with our Internet
product initiative and the NetMind merger our operating results are likely to
fluctuate significantly. A number of factors, many of which are outside of our
control, are likely to cause fluctuations in operating results, including, but
not limited to:
- the demand for our products;
- our success in developing new products and integrating acquired
technologies;
- the timing of new product introductions by us and our competitors;
- market acceptance of our new and enhanced products;
- market acceptance of handheld devices generally, and those supported by
our products;
- the emergence of new industry standards;
- the timing of customer orders;
- the mix of products sold;
- product life cycles;
- competition;
- the mix of distribution channels employed;
- seasonal trends;
3
<PAGE>
- the timing and magnitude of our capital expenditures, including costs
relating to the expansion of operations;
- the evolving and unpredictable nature of the markets for our products and
mobile computing devices generally;
- the rate of growth of the Internet and the personal computer market in
general; and
- general economic conditions.
In addition, we typically operate with a relatively small order backlog. As
a result, quarterly sales and operating results depend in part on the volume and
timing of orders received and fulfilled within the quarter, which are difficult
to forecast. In addition, a significant portion of our expense levels is fixed
in advance, based in large part on our resource requirements to meet planned
product and customer requirements. If revenue is below expectations in any given
quarter, the adverse impact of the shortfall on operating results may be
magnified by our inability to adjust spending to compensate for the shortfall.
Therefore, a shortfall in actual revenue as compared to estimated revenue would
have an immediate adverse effect on our business, operating results and
financial condition that could be material.
Due to our ongoing efforts to expand into retail and reseller channels, we
are focusing our efforts on licensing our SDK to software developers and mobile
computing device manufacturers and licensing our server and personal
applications to corporations. As a result, we expect that our notebook and PC
OEM revenue will decrease as a percentage of our overall revenue. This new sales
strategy has the following risks:
- sales into these channels are harder to predict and may have lower margins
than sales in other channels;
- we have a very limited history in penetration and support for these
channels;
- the average transaction size and sales cycle vary significantly, making
forecasting difficult;
- smaller transactions may have relatively higher administrative costs;
- any significant deferral of purchases of our products by customers could
jeopardize our operating results in any particular quarter;
- to the extent that significant sales occur earlier than expected,
operating results for subsequent quarters may be adversely affected;
- products that are accepted in the OEM market may not be readily accepted
by corporations; and
- we may incur increased costs related to new infrastructure requirements.
Our gross margin on service revenue, particularly non-recurring engineering
service revenue, is substantially lower than gross margin on license revenue.
Any increase in non-recurring engineering service revenue would have a
corresponding increase in cost of revenue and would have an adverse effect on
our gross margins. We may also change prices or increase spending in response to
competition or to pursue new market opportunities.
The operating results of many software companies reflect seasonal
fluctuation. For example, sales in Europe and certain other countries typically
are adversely affected in the summer months when business activity is reduced.
Our revenue and operating results may be adversely affected by diminished demand
for products on a seasonal basis.
Period-to-period comparisons of operating results are not a good indication
of future performance. It is likely that operating results in some quarters will
be below market expectations. In this event, the price of our common stock is
likely to decline.
4
<PAGE>
THE SIZE OF THE MOBILE COMPUTING MARKET CANNOT BE ACCURATELY PREDICTED, AND
IF OUR MARKET DOES NOT GROW AS IT EXPECTS, OUR REVENUE WILL BE BELOW OUR
EXPECTATIONS AND OUR BUSINESS AND FINANCIAL RESULTS WILL SUFFER.
We are focusing on expanding into the mobile computing market which is an
unproven market. Accordingly, the size of this market cannot be accurately
estimated and therefore we are unable to accurately determine the potential
demand for our products and services. If our customer base does not expand or if
there is not widespread acceptance of our products and our services, our
business and prospects will be harmed. For the fiscal year ended July 31, 1999,
we had one OEM customer, Toshiba Corporation, which accounted for approximately
21% of our revenue. We believe that our potential to grow and increase our
market acceptance depends principally on the following factors, some of which
are beyond our control:
- the effectiveness of our marketing strategy and efforts;
- our product and service differentiation and quality;
- our ability to provide timely, effective customer support;
- our distribution and pricing strategies as compared to our competitors;
- growth in the sales of handheld devices supported by our software;
- our industry reputation; and
- general economic conditions such as downturns in the computer or software
markets.
WE WILL REQUIRE SIGNIFICANT ADDITIONAL CAPITAL, WHICH WE MAY NOT BE ABLE TO
OBTAIN.
The expansion and development of our business will require significant
capital in the future to fund our operating losses, working capital needs and
capital expenditures. We may not be able to obtain future equity or debt
financing on satisfactory terms or at all. Our failure to generate sufficient
cash flows from sales of products and services or to raise sufficient funds may
require us to delay or abandon some or all of our development and expansion
plans or otherwise forego market opportunities. Our inability to obtain
additional capital on satisfactory terms may delay or prevent the expansion of
our business, which could cause our business, operating results and financial
condition to suffer.
Our working capital is primarily comprised of cash, accounts receivable,
accounts payable and accrued expenses. The timing and amount of our future
capital requirements may vary significantly depending on numerous factors,
including our financial performance, technological, competitive and other
developments in our industry. These factors may cause our actual revenue and
costs to vary from expected amounts, possibly to a material degree, and such
variations are likely to affect our future capital requirements.
RAPID GROWTH IN OUR BUSINESS COULD STRAIN OUR RESOURCES AND HARM OUR
BUSINESS AND FINANCIAL RESULTS.
The planned expansion of our Internet and consumer initiative as well as
growth in our existing enterprise business will place a significant strain on
our management, financial controls, operations systems, personnel and other
resources. To date, we have not recognized any revenue from our Internet
initiatives. In addition, if we are successful in implementing our marketing
strategy, we also expect the demands on our technical support resources to grow
rapidly, and we may experience difficulties responding to customer demand for
our services and providing technical support in accordance with our customers'
expectations. We expect that these demands will require not only the addition of
new management personnel, but also the development of additional expertise by
existing management personnel and the establishment of long-term relationships
with third-party service vendors. Additionally, we have recently opened
additional facilities in New Hampshire and intend to open new offices in Europe.
We may encounter difficulties in integrating information and communications
systems in multiple locations. Due to the difficulty in finding acceptable
office space in the Silicon
5
<PAGE>
Valley, we may not be able to consolidate our San Jose, California and Campbell,
California locations. We may not be able to keep pace with growth, successfully
implement and maintain our operational and financial systems or successfully
obtain, integrate and utilize the employees, facilities, third-party vendors and
equipment, or management, operational and financial resources necessary to
manage a developing and expanding business in our evolving and increasingly
competitive industry. If we are unable to manage growth effectively, we may lose
customers or fail to attract new customers and our business and financial
results will suffer.
THE INTEGRATION OF KEY NEW EMPLOYEES AND OFFICERS INTO OUR MANAGEMENT TEAM
HAS INTERFERED, AND WILL CONTINUE TO INTERFERE, WITH OUR OPERATIONS.
We have recently hired a number of key employees and officers and are
currently seeking additional engineering, sales and marketing, and general and
administrative personnel. To integrate into Puma, such individuals must spend a
significant amount of time learning our business model and management system, in
addition to performing their regular duties. Accordingly, the integration of new
personnel has resulted and will continue to result in some disruption to our
ongoing operations. If we fail to complete this integration in an efficient
manner, our business and financial results will suffer.
WE MUST RETAIN AND ATTRACT KEY EMPLOYEES OR ELSE WE MAY NOT GROW OR BE
SUCCESSFUL.
We are highly dependent on key members of our management and engineering
staff. The loss of one or more of these officers or key employees might impede
the achievement of our business objectives. Furthermore, recruiting and
retaining qualified technical personnel to perform research, development and
technical support is critical to our success. If our business grows, we will
also need to recruit a significant number of management, technical and other
personnel for our business. Competition for employees in our industry and
geographic location is intense. We may not be able to continue to attract and
retain skilled and experienced personnel on acceptable terms.
ACQUISITIONS WE HAVE MADE AND MAY MAKE IN THE FUTURE COULD DISRUPT OUR
BUSINESS OR NOT BE SUCCESSFUL AND HARM OUR FINANCIAL CONDITION.
We have in the past acquired or made investments in, and intend in the
future to acquire or make investments in other complementary companies, products
and technologies. We have acquired NetMind Technologies, Inc., ProxiNet, Inc.,
SoftMagic, Inc., RealWorld Solutions, Inc. and IntelliLink Corp. In the event of
any future acquisitions or investments, we could:
- issue stock that would dilute the ownership of our then existing
stockholders;
- incur debt;
- assume liabilities;
- face SEC challenges to the accounting treatment of these acquisitions
which may result in changes to our financial statements and cause us to
incur charges to earnings over time that we did not expect;
- incur amortization expenses related to goodwill and other intangible
assets; or
- incur large and immediate write-offs.
These acquisitions and investments also involve numerous risks, including:
- problems integrating the operations, technologies or products purchased
with those we already have;
- unanticipated costs and liabilities;
- diversion of management's attention from our core business;
- adverse effects on existing business relationships with suppliers and
customers;
6
<PAGE>
- risks associated with entering markets in which we have no or limited
prior experience; and
- potential loss of key employees, particularly those of the acquired
organizations.
FAILURE OF THE NETMIND MERGER TO QUALIFY AS A POOLING OF INTERESTS WOULD
HARM THE FINANCIAL RESULTS OF THE COMBINED COMPANY.
If the NetMind merger does not qualify for pooling of interests accounting
treatment for financial reporting purposes, the future reported earnings of the
combined company would be harmed due to amortization of goodwill and other
intangible assets, which would be likely to harm the trading price of the
combined company's stock. The availability of pooling of interests accounting
treatment for this merger depends upon circumstances and events occurring before
and after the effective time of the merger. For example, there must not be any
significant changes in the business of the combined company, including
significant dispositions of assets, for a period of two years following
completion of the merger.
BECAUSE TRACKING INTERNET-BASED INFORMATION ACROSS THE ENTIRE WORLDWIDE WEB
IS A HIGHLY COMPLEX PROCESS, OUR PRODUCTS AND SERVICES MAY HAVE ERRORS OR
DEFECTS THAT COULD SERIOUSLY HARM OUR BUSINESS.
The tracking of Internet-based information across the entire worldwide web
is a highly complex process. We and our customers have from time to time
discovered errors and defects in our software. In the future, there may be
additional errors and defects in our software that may adversely affect our
products and services. If we are unable to efficiently fix errors or other
problems that may be identified, we could experience:
- loss of or delay in revenue and loss of market share;
- loss of customers;
- failure to attract new customers or achieve market acceptance;
- diversion of development resources;
- loss of reputation and credibility;
- increased service costs; and
- legal actions by our customers.
7
<PAGE>
REGULATIONS OR CONSUMER CONCERNS REGARDING PRIVACY ON THE INTERNET COULD
LIMIT MARKET ACCEPTANCE OF OUR PRODUCTS AND SERVICES.
Our products and services will allow our customers to develop and maintain
web user profiles to tailor content to specific users. Profile development
involves both data supplied by the user and data derived from the user's web
site behavior. Privacy concerns may cause users to resist providing personal
data or to avoid web sites that track user behavior. In addition, legislative or
regulatory requirements may heighten consumer concerns if businesses must notify
web site users that user profile data may be used to direct product promotion
and advertising to users. Other countries and political entities, such as the
European Economic Community, have adopted such legislation or regulatory
requirements. The United States may do so in the future. If privacy legislation
is enacted or consumer privacy concerns limit the market acceptance of
personalization software, our business, financial condition and operating
results could be harmed.
We use cookies to provide users convenient access to the web sites they are
minding and to track demographic information and user preferences. A cookie is
information keyed to a specific user that is stored on a computer's hard drive,
typically without the user's knowledge. Cookies are generally removable by the
user, although removal could affect the content available on a particular site.
A number of governmental bodies and commentators in the United States and abroad
have urged passage of laws limiting or abolishing the use of cookies. If such
laws are passed or if users begin to delete or refuse cookies as a common
practice, market demand for our products and services could be reduced.
ACTIONS BY MAJOR WEB SITE PROVIDERS TO BLOCK OUR SOFTWARE FROM MINDING THEIR
SITES COULD LIMIT MARKET ACCEPTANCE OF OUR PRODUCTS.
One of the primary benefits of our products and services is that they bring
users back to a web site through click-throughs on links within our change
notifications. This is generally very beneficial to web site providers. These
providers do, however, have the ability to detect our monitoring of their sites
and could block our access to their site. Widespread blocking of us by major web
sites could seriously limit market acceptance of our products.
OUR BUSINESS AND PROSPECTS DEPEND ON DEMAND FOR AND MARKET ACCEPTANCE OF THE
INTERNET, WIRELESS DEVICES AND MOBILE COMPUTING DEVICES.
The increased use of the Internet, wireless devices and mobile computing
devices for retrieving, sharing and transferring information among businesses,
consumers, suppliers and partners, and for Internet personalization services has
only begun to develop in recent years. Our success will depend in large part on
continued growth in the use of the Internet, wireless devices and mobile
computing devices. Critical issues concerning the commercial use of the
Internet, wireless devices and mobile computing devices, including security,
reliability, cost, ease of access and use, quality of service, regulatory
initiatives and necessary increases in bandwidth availability, remain unresolved
and are likely to affect the development of the market for our services. The
adoption of the Internet, wireless devices and mobile computing devices for
information retrieval and exchange, commerce and communications generally will
require the acceptance of a new medium of conducting business and exchanging
information. Demand for and market acceptance of the Internet, wireless devices
and mobile computing devices are subject to a high level of uncertainty and are
dependent on a number of factors, including:
- the growth in access to and market acceptance of new interactive
technologies;
- emergence of a viable and sustainable market for Internet personalization
services;
- the development of technologies that facilitate interactive communication
between organizations; and
- increases in bandwidth for data transmission.
8
<PAGE>
If the market for Internet personalization services or the Internet,
wireless devices and mobile computing devices as a commercial or business medium
does not develop, or develops more slowly than expected, our business, results
of operations and financial condition will be seriously harmed.
Specifically, even if an Internet personalization services market does
develop, services that we currently offer or may offer in the future may not
achieve widespread market acceptance. Failure of our current and planned
services to operate as expected could delay or prevent their adoption. If our
target customers do not adopt, purchase and successfully deploy our current and
planned services, our revenue will not grow significantly and our business,
results of operations and financial condition will be seriously harmed. We have
not taken any steps to mitigate the risks associated with reduced demand for our
existing Internet personalization services.
THERE ARE MANY COMPANIES PROVIDING COMPETING PRODUCTS AND SERVICES.
There are few substantial barriers to entry and we expect that we will face
additional competition from existing competitors and new market entrants in the
future.
We currently face direct competition with respect to a number of our
individual products from several companies, including Advanced Systems, Inc.,
Chapura, Inc., DataViz, Inc., Extended Systems, Inc., Laplink.com, Inc.,
Motorola, Inc. and River Run Computers, Inc. (recently acquired by Aether
Systems, Inc.). In the future, we will also face competition relative to our
upcoming products from vendors offering server-based mobile device data exchange
products and services, including AvantGo, Inc., fusionOne, Inc.,
Phone.com, Inc. (recently acquired by Spyglass, Inc.) and Spyglass, Inc. In
addition to direct competition, we face indirect competition from existing and
potential customers that provide internally developed solutions.
Many of our competitors have substantially greater financial, technical and
marketing resources, larger customer bases, longer operating histories, greater
name recognition and more established relationships in the industry than we do.
Our larger competitors may be able to provide customers with additional benefits
in connection with their Internet systems and network solutions, including
reduced communications costs. As a result, these companies may be able to price
their products and services more competitively than we can and respond more
quickly than us to new or emerging technologies and changes in customer
requirements. If we are unable to compete successfully against our current or
future competitors, we may lose market share, and our business and prospects
would suffer.
As competition in the Internet personalization services market continues to
intensify, new solutions will come to market. We also compete directly with
several private companies including Alerts.com, InGenius Technologies, Inc.
(recently acquired by Aeneid Corporation) and The Informant. We believe that we
may face competition from other providers of competing products and services.
In addition, no assurances can be given that the Internet user driven
personalization market will develop in a way that we currently anticipate. For
example, while we currently intend to offer our customers the most comprehensive
solution available in the marketplace today, there currently exists an array of
competitors that offer partial solutions to the problems that we intend to
address, and a number of these companies have been and are likely to continue to
be quite successful. Examples of companies that address the personalization
market include BroadVision, Inc. and NetPerceptions, Inc. We cannot assure you
that these solutions will not be more cost effective than our service or will
not continue to be the service of choice for many of their potential customers.
Increased competition could result in:
- price and revenue reductions and lower profit margins;
- loss of customers or failure to obtain additional customers; and
- loss of market share.
9
<PAGE>
Any one of these could materially and adversely affect our business,
financial condition and results of operations.
OUR MARKET CHANGES RAPIDLY DUE TO CHANGING TECHNOLOGY AND EVOLVING INDUSTRY
STANDARDS. IF WE DO NOT ADAPT TO MEET THE SOPHISTICATED NEEDS OF OUR CUSTOMERS,
OUR BUSINESS AND PROSPECTS WILL SUFFER.
The market for our services is characterized by rapidly changing technology,
evolving industry standards and frequent new service introductions. Our future
success will depend to a substantial degree on our ability to offer services
that incorporate leading technology, address the increasingly sophisticated and
varied needs of our current and prospective customers and respond to
technological advances and emerging industry standards and practices on a timely
and cost-effective basis. You should be aware that:
- our technology or systems may become obsolete upon the introduction of
alternative technologies;
- we may not have sufficient resources to develop or acquire new
technologies or to introduce new services capable of competing with future
technologies or service offerings; and
- the price of the services we provide is expected to decline as rapidly as
the cost of any competitive alternatives.
We may not be able to effectively respond to the technological requirements
of the changing market. To the extent we determine that new technologies and
equipment are required to remain competitive, the development, acquisition and
implementation of such technologies and equipment are likely to continue to
require significant capital investment by us. Sufficient capital may not be
available for this purpose in the future, and even if it is available,
investments in new technologies may not result in commercially viable
technological processes and there may not be commercial applications for such
technologies. If we do not develop and introduce new products and services and
achieve market acceptance in a timely manner, our business and prospects may
suffer.
FOREIGN EXCHANGE FLUCTUATIONS COULD DECREASE OUR REVENUES OR CAUSE US TO
LOSE MONEY, ESPECIALLY SINCE WE DO NOT HEDGE AGAINST CURRENCY FLUCTUATIONS.
To date, the majority of our customers have paid for our services in U.S.
dollars. For fiscal 1998 and fiscal 1999, costs denominated in foreign
currencies were nominal and we had minimal foreign currency losses during those
periods. However, we believe that in the future an increasing portion of our
costs will be denominated in foreign currencies. Fluctuations in the value of
the Yen, Euro or other foreign currencies may cause our business and prospects
to suffer. We currently do not engage in foreign exchange hedging activities
and, although we have not yet experienced any material losses due to foreign
currency fluctuation, our international revenues are currently subject to the
risks of foreign currency fluctuations and such risks will increase as our
international revenues increase.
YEAR 2000 COMPUTER COMPLICATIONS COULD DISRUPT OUR OPERATIONS AND HARM OUR
BUSINESS.
Some computers, software, and other equipment include programming code in
which calendar year data is abbreviated to only two digits. As a result of this
design decision, some of these systems could fail to operate or fail to produce
correct results if "00" is interpreted to mean 1900, rather than 2000. These
problems are commonly referred to as the "Millennium Bug" or "Year 2000
Problem."
The Year 2000 Problem could affect computers, software, and other equipment
used, operated or maintained by us. We have not experienced any significant
problems on January 1, 2000 or since then and believe that our computer systems
are Year 2000 compliant.
We believe that we have substantially identified and resolved all potential
Year 2000 Problems with any of the software products that we develop and market.
However, we also believe that it is not possible to determine with complete
certainty that all Year 2000 Problems affecting our software
10
<PAGE>
products have been identified or corrected due to the complexity of these
products and the fact that these products interact with other third-party vendor
products and operate on computer systems which are not under our control.
Since January 1, 2000, we have had minimal interruptions with third-party
software and we have not received any significant complaints from any customers
relating to Year 2000 problems in their products. We have not developed any Year
2000 contingency plans. We do not believe that the Year 2000 Problem will have a
material adverse effect on our business or results of operations.
OUR FAILURE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS MAY HARM OUR
COMPETITIVE POSITION.
We rely on a combination of patents, copyrights, trademark, service mark and
trade secret laws and contractual restrictions to establish and protect
proprietary rights in our products and services. However, we will not be able to
protect our intellectual property if we are unable to enforce our rights or if
we do not detect unauthorized use of our intellectual property.
Although we currently have eleven issued United States patents, and eight
patent applications pending, we cannot be certain that such patents and patent
applications will provide an adequate level of intellectual property protection.
In addition, we have corresponding international patent applications pending
under the Patent Cooperation Treaty in countries to be designated at a later
date. We cannot be certain that any pending or future patent applications will
be granted, that any pending or future patents will not be challenged,
invalidated or circumvented, or that rights granted under any patent that may be
issued will provide competitive advantages to us.
We have also provided our source code under escrow agreements and to foreign
translators which may increase the likelihood of misappropriation by third
parties.
We have applied for trademarks and service marks on certain terms and
symbols that we believe are important for our business. However, the steps we
have taken to protect our technology or intellectual property may be inadequate.
Our competitors may independently develop technologies that are substantially
equivalent or superior to ours. Moreover, in other countries where we do
business, there may not be effective legal protection of patents and other
proprietary rights that we believe are important to our business.
As a matter of company policy, we enter into confidentiality and assignment
agreements with our employees, consultants and vendors. We also control access
to and distribution of our software, documents and other proprietary
information. Notwithstanding these precautions, it may be possible for an
unauthorized third party to copy or otherwise obtain and use our software or
other proprietary information or to develop similar software independently.
Policing unauthorized use of our products is difficult, particularly because the
global nature of the Internet makes it difficult to control the ultimate
destination or security of software and other transmitted data. The laws of
other countries may afford us little or no effective protection of our
intellectual property. The steps we have taken to prevent misappropriation of
our technology, including entering into agreements for that purpose may be
insufficient. In addition, litigation may be necessary in the future to enforce
our intellectual property rights, to protect our trade secrets, to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement or invalidity. Such litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of our management
resources, either of which could harm our business.
WE MAY BE UNABLE TO LICENSE NECESSARY TECHNOLOGY AND WE MAY BE SUBJECT TO
INFRINGEMENT CLAIMS BY THIRD PARTIES.
Our commercial success will also depend in part on not infringing the
proprietary rights of others and not breaching technology licenses that cover
technology used in our products. It is uncertain whether any third party patents
will require us to develop alternative technology or to alter our
11
<PAGE>
products or processes, obtain licenses or cease activities that infringe on
third party's intellectual property rights. If any such licenses are required,
we may not be able to obtain such licenses on commercially favorable terms, if
at all. Our failure to obtain a license to any technology that we may require to
commercialize our products and services could cause our business and prospects
to suffer. Litigation may also be necessary to enforce any patents issued or
licensed to us or to determine the scope and validity of third party proprietary
rights.
WE ARE DEPENDENT ON NON-EXCLUSIVE LICENSES FOR CERTAIN TECHNOLOGY INCLUDED
IN OUR PRODUCTS.
There are certain risks associated with such non-exclusive third party
licenses:
- If we are unable to continue to license the technology or to license other
necessary technologies for use with our products or if there are
substantial increases in royalty payments under third-party licenses, it
could jeopardize our operating results.
- The effective implementation of our products depends upon the successful
operation of these licenses in conjunction with our products, and
therefore any undetected errors in products resulting from such licenses
may prevent the implementation or impair the functionality of our
products, delay new product introductions and injure our reputation. Such
problems could have a material adverse effect on our business, operating
results and financial condition.
- Although we are generally indemnified against claims that the third party
technology we license infringes the proprietary rights of others, this
indemnification is not always available for all types of intellectual
property rights (for example, patents may be excluded) and, in some cases,
the scope of such indemnification is limited. Even if we receive broad
indemnification, third party indemnitors are not always well-capitalized
and may not be able to indemnify us in the event of infringement,
resulting in substantial exposure to us. There can be no assurance that
infringement or invalidity claims arising from the incorporation of third
party technology in our products, and claims for indemnification from our
customers resulting from these claims, will not be asserted or prosecuted
against us. These claims, even if not meritorious, could result in the
expenditure of significant financial and managerial resources in addition
to potential product redevelopment costs and delay, all of which could
materially adversely affect our business, operating results and financial
condition.
OUR PRODUCTS MAY CONTAIN PRODUCT ERRORS WHICH COULD SUBJECT US TO PRODUCT
LIABILITY CLAIMS.
Our products may contain undetected errors or failures when first introduced
or as new versions are released, which can result in loss of or delay in market
acceptance and could adversely impact future operating results. We do not
currently maintain product liability insurance. Although our license agreements
contain provisions limiting our liability in the case of damages resulting from
use of the software, in the event of such damages, we may be found liable, and
in such event such damages could materially affect our business, operating
results and financial condition.
WE ARE DEPENDENT ON OUR INTERNATIONAL OPERATIONS FOR A SIGNIFICANT PORTION
OF OUR REVENUES.
Our international activities expose us to additional risks. International
revenue, primarily from Japan, accounted for 40% of our revenue in fiscal 1999
and 48% in fiscal 1998. A key component of our strategy is to expand our
international activities. As we continue to expand internationally, we are
increasingly subject to risks of doing business internationally, including:
- unexpected changes in regulatory requirements and tariffs;
- export controls relating to encryption technology and other export
restrictions;
- political and economic instability;
- difficulties in staffing and managing foreign operations;
12
<PAGE>
- reduced protection for intellectual property rights in some countries;
- longer payment cycles;
- problems in collecting accounts receivable;
- potentially adverse tax consequences;
- seasonal reductions in business activity during the summer months in
Europe and certain other parts of the world;
- fluctuations in currency exchange rates that may make our products more
expensive to international customers;
- causing gains and losses on the conversion to U.S. dollars of accounts
receivable and accounts payable arising from international operations due
to foreign currency denominated sales;
- nonrefundable withholding taxes on royalty income from customers in
certain countries, such as Japan and Taiwan; and
- an adverse effect on our provision for income taxes based on the amount
and mix of income from foreign customers.
Any of these risks could harm our international operations. For example,
some European countries already have laws and regulations related to content
distributed on the Internet and technologies used on the Internet that are more
strict than those currently in force in the United States. The European
Parliament has recently adopted a directive relating to the reform of copyright
in the European Community which will, if made into law, restrict caching and
mirroring. Any or all of these factors could cause our business and prospects to
suffer.
Our international sales growth will be limited if we are unable to establish
additional foreign operations, expand international sales channel management and
support, hire additional personnel, customize products for local markets and
develop relationships with international service providers, distributors and
device manufacturers. Even if we are able to successfully expand international
operations, we cannot be certain that we will succeed in maintaining or
expanding international market demand for our products.
WE HAVE ANTI-TAKEOVER DEFENSES THAT COULD DELAY OR PREVENT A TAKEOVER THAT
STOCKHOLDERS MAY CONSIDER FAVORABLE.
Certain provisions of our certificate of incorporation and bylaws and
provisions of Delaware law could have the effect of delaying, deferring or
preventing an acquisition of us. For example, we may authorize the issuance of
up to 2,000,000 shares of "blank check" preferred stock. In addition, our
stockholders may not take actions by written consent and our stockholders are
limited in their ability to make proposals at stockholder meetings.
WE ISSUED STOCK AT LESS THAN FAIR MARKET VALUE AND MAY DO SO AGAIN IN THE
FUTURE, AND ISSUANCES AT LESS THAN FAIR MARKET VALUE SUBJECT OUR STOCKHOLDERS TO
ADDITIONAL DILUTION.
On March 17, 2000, we issued 1,067,232 shares of common stock (post-split)
in a private placement for aggregate proceeds of approximately $82 million.
These shares were issued at a discount to the fair market value of our shares
based on prices of our common stock as quoted on the Nasdaq National Market on
the date of issue. As a result, we will record a deemed dividend of
approximately $7.1 million on March 17, 2000. We may sell shares in the future
for less than fair market value. In the event we sell shares for less than fair
market value in the future, out stockholders will be subject to additional
dilution.
13
<PAGE>
OUR STOCK WILL LIKELY BE SUBJECT TO SUBSTANTIAL PRICE AND VOLUME
FLUCTUATIONS DUE TO A NUMBER OF FACTORS, SOME OF WHICH ARE BEYOND OUR CONTROL.
The trading price of our common stock has been and is likely to continue to
be highly volatile. Our stock price is subject to wide fluctuations in response
to a variety of factors including:
- quarterly variations in operating results;
- announcements of technological innovations;
- announcements of new software or services by us or our competitors;
- changes in financial estimates by securities analysts;
- changes in general market conditions; or
- other events beyond our control.
In addition, the stock market has experienced significant price and volume
fluctuations that have particularly affected the trading prices of equity
securities of many high technology companies. These fluctuations have often been
unrelated or disproportionate to the operating performance of these companies.
Any negative change in the public's perception of Internet or Internet software
companies or companies in the wireless communications market could depress our
stock price regardless of our operating results.
Recently, when the market price of a stock has been volatile, holders of
that stock have often instituted securities class action litigation against the
company that issued the stock when such stock declines. If any of our
stockholders brought such a lawsuit against us, it could incur substantial costs
defending the lawsuit. The lawsuit could also divert the time and attention of
our management.
We expect that our future operating results could fluctuate significantly as
a result of numerous factors including, but not limited to, the demand for our
products, our success in developing new products, the timing of new product
introductions by us and our competitors, the timing of releases of new handheld
devices by our customers, market acceptance of our new and enhanced products,
the emergence of new industry standards, the timing of customer orders, the mix
of products sold, competition, the mix of distribution channels employed, the
evolving and unpredictable nature of the markets for our products and mobile
computing devices generally, the rate of growth of the personal computer market
in general and general economic conditions.
14
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may sell the shares from time to time. The selling
stockholders will act independently of us in making decisions regarding 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, or in
privately negotiated transactions. The selling stockholders may effect these
transactions by selling the shares to or through broker-dealers. The selling
stockholders may sell their shares in one or more of, or a combination of:
- a block trade in which the broker-dealer 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 a broker-dealer
for their account under this prospectus,
- an exchange distribution in accordance with the rules of an exchange,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers, and
- privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. If the plan of
distribution involves an arrangement 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, the amendment or supplement
will disclose:
- the name of each selling stockholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which the shares were sold,
- the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable,
- that a 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.
From time to time, a selling stockholder may transfer, pledge, donate or
assign our shares of common stock to lenders or others and each of such persons
will be deemed to be a "selling stockholder" for purposes of this prospectus.
The number of shares of common stock beneficially owned by the selling
stockholder will decrease as and when it takes such actions. The plan of
distribution for the selling stockholders' shares of common stock sold under
this prospectus will otherwise remain unchanged, except that the transferees,
pledgees, donees or other successors will be selling stockholders hereunder.
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.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
these 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 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 the shares under this prospectus. The selling stockholders also may
loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
loaned shares, or upon a default the broker-dealer may sell the pledged shares
under this prospectus.
15
<PAGE>
In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate in the resales. 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 of
1933, as amended, in connection with sales of the shares. Accordingly, any
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 that qualify for sale
under Rule 144 promulgated under the Securities Act may be sold under Rule 144
rather than under this prospectus. There is no underwriter or coordinating
broker acting in connection with the proposed sale of shares by the selling
stockholders. The shares will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws. 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 Securities Exchange Act of
1934, as amended, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of the
distribution. In addition, each selling stockholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations under the Exchange Act, including Regulation M, which provisions may
limit the timing of purchases and sales of shares of our common stock by the
selling stockholders.
We will make copies of this prospectus available to the selling stockholders
and have informed them of the need to deliver copies of this prospectus to
purchasers at or prior to the time of any sale of the shares. We will bear all
costs, expenses and fees in connection with the registration of the shares. The
selling stockholders will bear all commissions and discounts, if any,
attributable to the sales of the shares. The selling stockholders may agree to
indemnify any broker-dealer or agent that participates in transactions involving
sales of the shares against specific liabilities, including liabilities arising
under the Securities Act. The selling stockholders have agreed to indemnify
specific persons against specific liabilities in connection with the offering of
the shares, including liabilities arising under the Securities Act.
We have agreed to maintain the effectiveness of this registration statement
until the earlier of the following dates:
- March 17, 2002;
- the date each selling stockholder can sell of the shares its holds under
Rule 144(k) promulgated under the Securities Act; or
- when all shares registered under this registration statement have been
sold by the selling stockholders.
The selling stockholders may sell all, some or none of the shares offered by
this prospectus.
16
<PAGE>
SELLING STOCKHOLDERS
The table below lists the selling stockholders, the number of shares of our
common stock which each owned prior to the offering, the number of shares of our
common stock subject to sale pursuant to this Prospectus, and the number of the
shares of our common stock which each would own assuming that such number of
shares were offered and assuming the sale of all such shares permitted to be
sold. All share numbers in this prospectus have been adjusted to reflect the
2-for-1 stock split in the form of a dividend paid to our shareholders on
March 22, 2000.
<TABLE>
<CAPTION>
SHARES SHARES TO BE SHARES
BENEFICIALLY OWNED SOLD IN THE BENEFICIALLY OWNED
SELLING STOCKHOLDERS(1) PRIOR TO OFFERING OFFERING AFTER THE OFFERING(2)
- ----------------------- ------------------ ------------ ---------------------
<S> <C> <C> <C>
Colonial Fund, LLC................................. 91,206 91,206 0
Van Wagoner Emerging Growth Fund................... 83,634 83,634 0
Baystar Capital LP................................. 58,632 58,632 0
Baystar International Ltd.......................... 39,088 39,088 0
JP Morgan Ventures Corporation..................... 39,088 39,088 0
Pogue Capital International Ltd.................... 39,086 39,086 0
Van Wagoner Post-Venture Fund...................... 32,952 32,952 0
Galleon Technology Offshore, Ltd................... 32,208 32,208 0
Chilton International, L.P......................... 31,780 31,780 0
Van Wagoner Technology Fund........................ 30,908 30,908 0
Galleon Technology Partners II, L.P................ 15,948 15,948 0
Chilton Investment Partners, L.P................... 13,734 13,734 0
MCP Global Corporation Ltd......................... 13,030 13,030 0
Van Wagoner Mid-Cap Fund........................... 10,260 10,260 0
Chilton QP Investment Partners, L.P................ 6,604 6,604 0
Galleon Technology Partners I, L.P................. 3,962 3,962 0
John Deere Pension Trust........................... 3,400 3,400 0
Lifeway Christian Resource Master Retirement....... 1,712 1,712 0
Fidelity Mt. Vernon Street Trust: 400,000 400,000 0
Fidelity Aggressive Growth Fund..................
Fidelity Advisor Series I: 55,200 55,200 0
Fidelity Advisor Small Cap Fund..................
Fidelity Trend Fund................................ 54,000 54,000 0
Fidelity Advisor Series I: 10,800 10,800 0
Fidelity Advisor Retirement Growth Fund..........
</TABLE>
- ------------------------
(1) The selling stockholders each own less than 1% of the outstanding shares of
our common stock.
(2) Assumes the sale of all of the offered shares.
17
<PAGE>
LEGAL MATTERS
Our legal counsel, General Counsel Associates LLP, 1891 Landings Drive,
Mountain View, California 94043, has rendered an opinion to the effect that the
common stock offered hereby is duly and validly issued, fully paid and
non-assessable. Attorneys in the firm of General Counsel Associates LLP own
approximately 5,200 shares of Puma's common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Puma Technology, Inc. for the year ended July 31,
1999, the audited supplementary consolidated balance sheets as of July 31, 1999
and 1998 and the supplementary consolidated statements of operations, of
stockholders' equity, and of cash flows for each of the years in the three year
period ended July 31, 1999 incorporated in this prospectus by reference to the
report on Form 8-K dated April 18, 2000 and, the audited financial statements of
ProxiNet, Inc. for the period from June 27, 1997 (date of inception) to
December 31, 1997, the year ended December 31, 1998 and the cumulative period
from June 27, 1997 (date of inception) to December 31, 1998 incorporated by
reference in this prospectus to the report on Form 8-K of Puma Technology, Inc.
dated December 10, 1999, as amended on January 11, 2000 have been so
incorporated herein in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
18
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR THE
SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO
MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Where You Can Find More Information... 1
About Puma............................ 2
Risk Factors.......................... 2
Plan of Distribution.................. 15
Selling Stockholders.................. 17
Legal Matters......................... 18
Experts............................... 18
</TABLE>
PUMA TECHNOLOGY, INC.
1,067,232 SHARES
OF COMMON STOCK
---------------------
PROSPECTUS
---------------------
MAY 5, 2000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
