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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Viant Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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[LOGO]
VIANT CORPORATION
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY , 2000
------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Viant
Corporation, a Delaware corporation ("Viant"), will be held on February , 2000
at 10:00 a.m., local time, at the Dallas offices of the Company, 3102 Oak Lawn
Ave, Suite 430, Dallas, TX 75219, to approve an increase in the number of
authorized shares of Common Stock from 50,000,000 shares to 200,000,000 shares
in order to allow the Company to effect a two-for-one stock split in the form of
a stock dividend.
The foregoing item of business is more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on December 10, 1999
are entitled to notice of and to vote at this meeting.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy card as promptly as possible in the enclosed
self-addressed envelope. Any stockholder attending the meeting may vote in
person even if he or she returned a proxy. However, if a stockholder's shares
are held of record by a broker, bank or other nominee and the stockholder wishes
to vote at the meeting, the stockholder must obtain from the record holder a
proxy issued in his or her name.
<TABLE>
<S> <C>
BY ORDER OF THE BOARD OF DIRECTORS
/s/ M. DWAYNE NESMITH
------------------------------------------------
M. DWAYNE NESMITH
Vice President and Chief Financial Officer
</TABLE>
Boston, Massachusetts
January , 2000
<PAGE>
VIANT CORPORATION
89 SOUTH STREET
BOSTON, MASSACHUSETTS 02111
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors (the
"Board") of Viant Communications Systems, Inc., a Delaware corporation (the
"Company"), for use at the Special Meeting of Stockholders (the "Special
Meeting") to be held on , February , 2000 at 10:00 a.m., local
time, at the Company's Dallas offices at 3102 Oak Lawn Ave, Suite 430, Dallas,
TX 75219, or at any adjournment thereof, for the purposes set forth herein and
in the accompanying Notice of Special Meeting of Stockholders. The Company's
principal executive offices are located at 89 South Street, Boston,
Massachusetts 02111. The Company's telephone number at that location is
(617) 531-3700.
The Company intends to mail this proxy statement and accompanying proxy card
on or about January , 2000 to all stockholders entitled to vote at the
meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARE OWNERSHIP
Stockholders of record at the close of business on December 10, 1999 (the
"Record Date") are entitled to notice of and to vote at the special meeting. At
the Record Date, 21,633,854 shares of the Company's common stock were issued and
outstanding and held of record by approximately 191 stockholders.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company (attention: M.
Dwayne Nesmith, Vice President and Chief Financial Officer) a written notice of
revocation or a duly executed proxy bearing a later date or by attending the
meeting of stockholders and voting in person.
VOTING AND SOLICITATION
Each share of common stock outstanding on the Record Date is entitled to one
vote. The required quorum for the transaction of business at the Special Meeting
is a majority of the votes eligible to be cast by holders of shares of common
stock issued and outstanding on the Record Date. For purposes of determining the
presence of a quorum, abstentions and broker non-votes will be counted by the
Company as present at the meeting. Abstentions will also be counted by the
Company in determining the total number of votes cast with respect to the
Proposal. Broker non-votes will not be counted in determining the number of
votes cast with respect to the Proposal.
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, in person or by telephone or facsimile. In
addition, the Company may retain the services of one or more firms to assist in
the solicitation of proxies, for an estimated fee of $10,000 plus reimbursement
of expenses. In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the common stock as of December 10, 1999 of (i) each person known
to the Company to beneficially own more than 5% of the common stock, (ii) each
director or director nominee of the Company, (iii) each executive officer of the
Company for whom information is given in the Summary Compensation Table in the
Registration Statement on Form S-1 declared effective by the Securities and
Exchange Commission on December 7, 1999, and (iv) all directors and executive
officers of the Company as a group.
In computing the number of shares beneficially owned by a person and the
percentage ownership of that person, shares of common stock subject to options
or warrants held by that person that are currently exercisable or will become
exercisable within 60 days after December 10, 1999 are deemed outstanding, while
such shares are not deemed outstanding for purposes of computing percentage
ownership of any other person. Unless otherwise indicated in the footnotes
below, the persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING
--------------------------------
BENEFICIAL OWNER STOCK OPTIONS PERCENT
- ------------------------------------------------------------ --------- --------- --------
<S> <C> <C> <C>
FIVE PERCENT STOCKHOLDERS
Mohr, Davidow Ventures(1)................................... 3,327,589 -- 15.5%
Kleiner Perkins Caufield & Byers(2)......................... 3,123,319 -- 14.4%
Trident Capital Management(3)............................... 2,367,559 -- 10.9%
Robert L. Gett.............................................. 1,849,108 443,335 10.4%
NAMED EXECUTIVE OFFICERS AND DIRECTORS
William H. Davidow(4)....................................... 3,391,127 -- 15.7%
Venetia Kontogouris(5)...................................... 3,376 10,000 *
Kevin W. English............................................ 1,200 10,000 *
Robert L. Gett.............................................. 1,849,108 443,335 10.4%
Richard J. Chavez........................................... -- 110,000 *
Sherwin A. Uretsky.......................................... 21,500 42,250 *
Robbie O. Vann-Adibe........................................ 287,500 446,875 3.2%
Edward J. Mello............................................. 35,625 5,937 *
William E. Kelvie........................................... -- 10,000 *
Ben Levitan(6).............................................. -- -- *
All directors and executive officers
as a group (22 persons)................................... 5,928,306 1,242,208 31.3%
</TABLE>
- ------------------------
(1) Consists of 3,186,147 shares held of record by Mohr, Davidow
Ventures IV, L.P. and 141,442 shares held of record by MDV IV Entrepreneurs'
Network Fund, L.P., affiliated funds of Mohr, Davidow Ventures. William
Davidow, Jonathan Feiber, Nancy Schoendorf, George Zachary and Lawrence Mohr
are General Partners of Mohr, Davidow Ventures and all parties disclaim
beneficial ownership of the 3,327,589 shares held by Mohr, Davidow Ventures
except to the extent of each
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parties respective pecuniary interest therein. The address of Mohr, Davidow
Ventures is 2775 Sand Hill Road, Suite 240, Menlo Park, California 94025.
(2) Consists of 2,288,628 shares held of record by Kleiner Perkins Caufield &
Byers VIII, 624,162 shares held of record by KPCB Java Fund and 132,448
shares held of record by KPCB VIII Founders Fund, affiliated funds of
KPCB VIII Associates, L.P., and 78,081 shares held of record by KPCB
Information Services Zaibatsu Fund II an affiliated fund of KPCB VII
Associates, L.P. Vinod Khosla, Brook Byers, Kevin Compton, John Doerr,
William Hearst III, Joseph Lacob and Douglas Mackenzie each are General
Partners of each of KPCB VIII Associates, L.P. and KPCB VII
Associates, L.P. All of the above named individuals disclaim beneficial
ownership of the shares held by these funds except to the extent of each
parties respective pecuniary interest therein. The address for Kleiner
Perkins Caufield & Byers is 2750 Sand Hill Road, Menlo Park, California
94025.
(3) Consists of 2,303,279 shares held of record by Information Associates, L.P.
and 64,280 shares held of record by Information Associates, C.V. Trident
Capital Management is a general partner of the Information Associates funds.
Stephen Hall is a Managing Director of Trident Capital Management. Mr. Hall
disclaims beneficial ownership of the shares held by these funds except to
the extent of his pecuniary interests therein. The address for Trident
Capital Management is 2480 Sand Hill Road, Suite 100, Menlo Park, California
94025.
(4) Consists of 10,781 shares held by Mr. Davidow, 25,000 shares held by the
Chachagua Partnership, of which Mr. Davidow is a partner and 27,757 shares
held by the Davidow Trust, over which Mr. Davidow has dispositive control
and 3,327,589 shares held by Mohr, Davidow Ventures and its affiliated
funds, 2775 Sand Hill Road, Suite 240, Menlo Park, California 94025. William
Davidow is a General Partner of Mohr, Davidow Ventures and disclaims
beneficial ownership of the 3,327,589 shares held by Mohr, Davidow Ventures
except to the extent of his pecuniary interest therein.
(5) Venetia Kontogouris is President of Enterprise Associates, LLC a limited
partner of Trident Capital Management. Ms. Kontogouris possesses no
investment or voting power over the 2,367,559 shares held by the affiliated
funds of Trident Capital Management. The address for Ms. Kontogouris is c/o
Enterprise Associates, LLC, 200 Nyala Farms, Westport, Connecticut 06880.
(6) Mr. Levitan joined the Company as Chief Operating Officer on December 13,
1999.
* Less than one percent of the outstanding common stock.
PROPOSAL NO. 1:
INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK
GENERAL
The Company's Certificate of Incorporation currently authorizes the issuance
of 50,000,000 shares of common stock and 5,000,000 shares of Preferred Stock. In
November 1999, the Board of Directors adopted a resolution approving an
amendment to the Certificate of Incorporation to increase the authorized number
of shares of common stock to 200,000,000 shares, subject to stockholder approval
of the amendment. No change is being proposed to the authorized number of shares
of Preferred Stock.
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CURRENT USE OF SHARES
As of December 10, 1999, the Company had approximately 21,634,000 shares of
common stock outstanding, approximately 8,791,000 shares of common stock
reserved for future issuance under the Company's incentive stock plans, of which
approximately 5,936,000 shares are covered by outstanding options and
approximately 2,855,000 shares are available for future grant or purchase, and
36,000 shares of common stock reserved for issuance upon exercise of outstanding
warrants. Based upon the foregoing number of outstanding and reserved shares of
common stock, the Company has approximately 19,539,000 shares remaining
available for other purposes.
PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions setting forth the proposed
amendment to the first sentence of Article IV of the Company's Certificate of
Incorporation (the "Amendment"), the advisability of the Amendment, and a call
for submission of the Amendment for approval by the Company's stockholders at
the Special Meeting. The following is the text of Article IV of the Certificate
of Incorporation of the Company, as proposed to be amended:
The corporation is authorized to issue two classes of shares of stock to be
designated, respectively, Common Stock, $0.001 par value, and Preferred Stock,
$0.001 par value. The total number of shares that the corporation is authorized
to issue is 205,000,000 shares. The number of shares of Common Stock authorized
is 200,000,000. The number of shares of Preferred Stock authorized is 5,000,000.
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is in the Company's best interest to
increase the number of shares of common stock that it is authorized to issue in
order to allow the Company to effect a two-for-one stock split in the form of a
stock dividend. Under the current Certificate of Incorporation, the Board of
Directors may not declare stock dividends without first soliciting and obtaining
stockholder approval if following such action the total number of shares of
common stock outstanding and reserved for issuance would exceed the current
authorized number of common stock. Under the Certificate of Incorporation as
amended, the Board of Directors would have the ability to authorize a
two-for-one stock split in the form of a stock dividend.
The Board of Directors also believes that the availability of additional
authorized but unissued shares will provide it with the flexibility to issue
common stock for other proper corporate purposes which may be identified in the
future, such as: to make acquisitions through the use of stock, to establish
strategic relationships with other companies, to adopt additional employee
benefit plans or reserve additional shares for issuance under such plans and to
effect additional stock splits in the future. Except for the stock dividend
contemplated by this Proxy, the Board of Directors has no other immediate plans,
understandings, agreements or commitments to issue additional common stock for
any such purpose.
The Board of Directors believes that the proposed increase in the authorized
common stock will make available sufficient shares to effect a two-for-one stock
split in the form of a stock dividend or for use in one or more of the
previously mentioned purposes or otherwise. No additional action or
authorization by the Company's stockholders would be necessary prior to the
issuance of such additional shares, unless required by applicable law or the
rules of any stock exchange or national securities association trading system on
which the common stock is then listed or quoted. The Company
4
<PAGE>
reserves the right to seek a further increase in authorized shares from time to
time in the future as considered appropriate by the Board of Directors.
Under the Company's Certificate of Incorporation, the Company's stockholders
do not have preemptive rights with respect to common stock. Thus, should the
Board of Directors elect to issue additional shares of common stock, existing
stockholders would not have any preferential rights to purchase such shares. In
addition, if the Board of Directors elects to issue additional shares of common
stock, such issuance could have a dilutive effect on earnings per share, voting
power, and share holdings of current stockholders.
The proposed amendment to increase the authorized number of shares of common
stock could, under certain circumstances, have an anti-takeover effect, although
this is not the intention of this proposal. For example, in the event of a
hostile attempt to take over control of the Company, it may be possible for the
Company to endeavor to impede the attempt by issuing shares of the common stock,
thereby diluting the voting power of the other outstanding shares and increasing
the potential cost to acquire control of the Company. The Amendment therefore
may have the effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited takeover attempt,
the proposed Amendment may limit the opportunity for the Company's stockholders
to dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The proposed
Amendment may have the effect of permitting the Company's current management,
including the current Board of Directors, to retain its position, and place it
in a better position to resist changes that stockholders may wish to make if
they are dissatisfied with the conduct of the Company's business. However, the
Board of Directors is not aware of any attempt to take control of the Company
and the Board of Directors has not presented this proposal with the intent that
it be utilized as a type of anti-takeover device.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares
of common stock present and entitled to vote at the Special Meeting, assuming a
quorum is present, is necessary for approval of the Amendment. Therefore,
abstentions and broker non-votes (which may occur if a beneficial owner of stock
where shares are held in a brokerage or bank account fails to provide the broker
or the bank voting instructions as to such shares) effectively count as votes
against the Amendment.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends that the stockholders vote "FOR" the
proposal to amend the Company's Certificate of Incorporation to increase the
authorized number of shares of common stock from 50,000,000 shares to
200,000,000 shares.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 2000 Annual Meeting of Stockholders must
be received by the Company a reasonable time before the Company begins to print
and mail its proxy materials.
5
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OTHER MATTERS
The Board of Directors knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, then the persons
named in the enclosed form of proxy will vote the shares they represent in such
manner as the Board may recommend.
<TABLE>
<S> <C>
BY ORDER OF THE BOARD OF DIRECTORS
/s/ M. DWAYNE NESMITH
------------------------------------------------
M. DWAYNE NESMITH
Vice President and Chief Financial Officer
</TABLE>
Boston, Massachusetts
January , 2000
6
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
VIANT CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY __, 2000
The undersigned stockholder(s) of Viant Corporation, a Delaware corporation,
hereby acknowledge(s) receipt of the Notice of Special Meeting of Stockholders
and Proxy Statement, each dated January __, 2000, and hereby appoints Issac J.
Vaughn, Jason Altieri and M. Dwayne Nesmith, and each of them, proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the Special Meeting of
Stockholders of Viant Corporation to be held February __, 2000, at 10:00 a.m.,
Central Standard Time, at the Dallas offices of Viant Corporation, 3102 Oak Lawn
Ave, Suite 430 Dallas, TX 75219, and at any adjournment or adjournments thereof,
and to vote all shares of common stock which the undersigned would be entitled
to vote if then and there personally present, on the matters set forth on the
reverse side:
CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE
<PAGE>
THE DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 1
1. Proposal to amend Viant Corporation's Certificate of Incorporation to
increase the authorized number of shares of common stock from 50,000,000 shares
to 200,000,000 shares
/ / FOR / / AGAINST / / ABSTAIN
and in their direction, upon such other matters which may properly come before
the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL 1. If any other matters properly
come before the meeting, the persons named in this proxy will vote, in their
discretion.
Dated PLEASE SIGN exactly as your name appears
at left. Joint owners should each sign.
- ------------------------------------- Executors, administrators, trustees,
Signature(s) of Stockholder(s) in Box etc., should so indicate when signing.
If signer is a corporation, please sign
full name by duly authorized officer.
Address change? Mark box / /
Indicate change at left
