SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 8, 1999
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OMEGA RESEARCH, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-22895 59-2223464
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(Commission File Number) (I.R.S. Employer
Identification No.)
8700 WEST FLAGLER STREET, MIAMI, FLORIDA 33174
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 485-7000
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N/A
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(Former name or former address, if changed since last report)
Page 1 of 10
Exhibit Index on Page 4
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ITEM 5. OTHER EVENTS.
On November 8,1999, Omega Research, Inc. (the "Company") announced the
Company's expected launch early next year of TradeStation.com, the Internet's
first streaming real-time decision support portal for the active trader, which
represents phase one of the Company's transformation into a provider of
web-based real-time decision support solutions for the active trader. For
further details of such announcement, see a copy of the Company's press release
dated November 8, 1999, which is filed herewith as Exhibit 99 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
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99 Press release dated November 8, 1999,
of the Company
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OMEGA RESEARCH, INC.
Date: November 10,1999 By: /S/ SALOMON SREDNI
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Salomon Sredni, President
3
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION PAGE NO.
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99 Press release dated November 8, 5
1999, of the Company
4
EXHIBIT 99
FOR IMMEDIATE RELEASE
OMEGA RESEARCH TO LAUNCH TRADESTATION.COM,
THE INTERNET'S FIRST REAL-TIME DECISION SUPPORT PORTAL
FOR THE ACTIVE TRADER
SUBSCRIPTION-BASED INTERNET PORTAL TARGETS MILLIONS OF ON-LINE TRADERS
ANNOUNCES RE-LAUNCH OF WINDOWONWALLSTREET.COM;
NEW BUSINESS-TO-BUSINESS OPPORTUNITIES;
DISCLOSES INTERNATIONAL DATA REDISTRIBUTION AGREEMENT
Miami, FL - November 8, 1999 - Omega Research, Inc. (Nasdaq:OMGA), the leading
provider of real-time investment analysis tools for the active trader, today
announced that it expects to begin to serve the huge on-line trading community
with the launch early next year of TradeStation.com, the Internet's first
streaming real-time decision support portal for the active trader. Today's move
marks Phase One of Omega Research's transformation into the leading provider of
web-based real-time decision support solutions for the active trader.
TradeStation.com, the first of several one-of-a-kind Internet portals from Omega
Research, will integrate the streaming real-time data capabilities of the
recently acquired Financial Data Cast Network with a new browser-based version
of Omega Research's powerful, award winning TradeStation /registered trademark/
software, which is used by more than 40,000 active traders and industry
professionals around the world. TradeStation uses intraday and daily price,
volume and other event-related movements in the securities markets to allow
traders to create custom trading strategies; back test the historical
profitability of those strategies; and then automate those strategies to
generate real-time buy and sell signals.
TradeStation.com will deliver all the power of TradeStation along with fully
integrated streaming real-time market information. The site is designed to
provide value to visitors, but only subscribers will have full access to the
portal's wide array of content, educational tools, community forums, and, of
course, access to the web's most powerful streaming real-time decision support
tool.
Bill Cruz, co-chairman of the board and co-chief executive officer of Omega
Research, said, "With 5.4 million on-line brokerage accounts currently open,
on-line brokers plan to spend $2 billion next year on advertising to capture
their share of the additional 15 million on-line accounts Forrester Research
expects by 2003. While the on-line trading revolution has given investors the
power to place their own trades, a major issue remains -- what and when to buy
and sell. TradeStation.com responds to this huge and growing need.
"With demand for real-time decision support tools expected to take off,
TradeStation.com will give active traders a proven, professional level decision
support tool capable of using streaming real-time market information to help
them make objective buy and sell decisions in real-time. We believe no one in
our industry has better decision support tools or is as well positioned as Omega
Research to translate this opportunity into profitable growth.
<PAGE>
"Every month more than 20,000 new prospects contact us about our software, but
with TradeStation priced at $2,400, and users paying an additional $150 to $200
a month to a third-party vendor for real-time data, most of these potential
users were priced out of the market. But by seamlessly integrating both decision
support and streaming real-time market data for one value packed monthly fee, we
can offer an affordable TradeStation.com to the millions of current on-line
traders, who are just now beginning to recognize that real-time decision support
tools can help them make more profitable trading decisions."
Mr. Cruz said, "Given Omega Research's customer base of high-volume traders we
see a business-to-business opportunity here to help brokers attract and retain
these valuable customers. "These are customers who want and expect the very best
tools and execution. We believe a premiere offering like TradeStation.com can
help brokers attract and retain their most profitable customers, which could
translate into third-party partnerships or broker-subsidized subscriptions for
the kind of mega-volume customers Omega Research has always attracted."
LAUNCH OF NEW WINDOWONWALLSTREET.COM
"We also see a large-scale opportunity in offering a new, more basic solution
directly to traders," Mr. Cruz said. "So today we are also announcing the
re-launch of WindowOnWallStreet.com, which will be up and running in about a
month. For the millions of traders and investors who believe, for the moment at
least, that streaming real-time quotes, charts and news is all they need, we
believe this competitively priced, subscriber-based Internet tool will become
the product of choice. The re-launch of WindowOnWallStreet.com will give us a
significant pool of on-line traders, who will be hot linked to TradeStation.com
once it is launched. We are confident that, over time, these savvy traders will
recognize how TradeStation.com's powerful decision support tools can help them
trade more profitably."
BUSINESS-TO-BUSINESS OPPORTUNITY
Mr. Cruz continued, "We believe that within a year or so every trader and
investor will expect streaming real-time quotes, charts and news, not as a
premium, but as a core offering. Brokers and others anxious to stay one step
ahead of customer expectations are actively looking for third-party solutions.
The acquisition of Window On WallStreet has given us the ability to provide such
a business-to-business solution at a very attractive per user price. We believe
it is quite likely that we will be announcing some of these strategic alliances
in the near future.
"With TradeStation.com and WindowOnWallStreet.com, we have two distinctive but
complementary paths to reach the on-line trader. Both will offer streaming
real-time best-of- breed quotes, charts and news, but only TradeStation.com will
process and translate real-time data into user-defined, executable trading
strategies. We believe nothing else out there will match the decision support
capabilities of TradeStation.com."
DISCLOSES INTERNATIONAL DATA REDISTRIBUTION AGREEMENT
"Nasdaq's announcement last week that it will launch in Europe in 2000 and Japan
in 2001 leaves little doubt that the on-line trading revolution and demand for
real-time information will invariably become a global phenomenon. Recognizing
this emerging global opportunity, Omega
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Research is pleased to disclose that it has in place an international data
redistribution agreement with S&P Comstock, which will allow our Financial Data
Cast Network to supplement local data feeds and provide coverage for virtually
all of the world's most important exchanges. With international customers in 40
countries and our TradeStation brand well recognized among active investors and
professional traders around the world, this agreement adds another exciting
dimension to our go-to-market strategy," Mr. Cruz said.
ONGOING COMMITMENT TO 2000I PRODUCT LINE AND NEW WINDOW ON WALLSTREET CUSTOMERS
"While we are extremely excited about what our first Internet portal can offer
existing customers, we want to emphasize our ongoing commitment to current users
of our 2000I product line and to the many Window on WallStreet customers who
have recently joined the Omega Research family. In this regard, we are pleased
to announce that our forthcoming 2000I Service Pack 4 will be released, on
schedule, later this quarter as a free upgrade for all our loyal registered
2000i customers."
ACCELERATING GROWTH
Mr. Cruz continued, "Operating results were strong for the first nine months of
1999: year over year revenues, before factors related to the Window On
WallStreet acquisition, grew 48 percent to $31.2 million, while net income rose
145 percent to $4.5 million. It is from this position of strength that we will
seek to transform Omega Research from a successful software company to the
Internet's leading provider of real-time decision support tools for active
traders. Understandably this will require some up-front transition costs, and a
considerable shift, ultimately for the better, in the Company's revenue stream.
"To ensure our success, we will immediately begin making significant investments
which will extend into year 2000. This will entail an increase in research and
development spending and infrastructure outlays to add server capacity and
development personnel. We will also offer substantial incentives to Omega
Research and Window On WallStreet customers to accelerate their migration to our
Internet offerings, and accelerate and redirect marketing and advertising
resources to launch these new initiatives. As a result, we expect to incur
losses near-term through at least the next several quarters.
"The acquisition of Window On WallStreet was a linchpin in our Internet
strategy," he noted. "Our consolidated fourth quarter 1999 results will reflect
the financial impact of this essential acquisition, including transaction costs
and anticipated fourth quarter losses at Window on WallStreet."
"Our new Internet strategy will also impact fourth quarter results for the
consolidated enterprise," said Gregg F. Stewart, chief financial officer of
Omega Research. "Our new strategy eliminates the expected release of SuperCharts
2000I and will result in discontinuance of several unprofitable Window On
WallStreet products. We are confident our loyal SuperCharts users and Window On
WallStreet customers will find our new services a superior solution, and we will
offer them generous incentives to upgrade to our new offerings.
"In the fourth quarter we will record a one-time charge of approximately $1.3
million, for acquisition-related transaction costs. Under pooling of interests
accounting, we must also absorb
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Window On Wallstreet's fourth-quarter operating losses. In all, we expect to
generate a consolidated fourth quarter loss of approximately 5 to 7 cents per
share. After restating the first nine months of 1999 to reflect the pooling,
consolidated proforma net revenues and net income will be approximately $33.9
million and $2.1 million, respectively, on an unaudited basis. Within the next
60 days Omega Research will file Form 8-K with the SEC to provide additional
details on historical proforma results."
Mr. Cruz concluded, "For the next several quarters our business will focus on
three things, building subscribers, building subscribers, and building
subscribers. While short-term profits will take a back seat for awhile, we
sincerely believe our investment will ultimately yield tremendous long-term
value for our shareholders.
"As I hope we have communicated here, opportunity is pounding at our door, and
we intend to answer the call. We have carefully thought through our decision to
reshape Omega Research, and we believe we have put together nearly all of the
critical pieces to make that happen. While change always entails risk, every
business must ultimately decide to either lead, follow, or be swept away by the
next wave of change. We have clearly decided to ride the crest of that wave."
ABOUT OMEGA RESEARCH
Founded in 1982, Omega Research, Inc. is the leading provider of real-time
investment analysis tools for the active trader. In 1991, the Company's
pioneering flagship product, TradeStation /registered trademark/, gave traders
and investors the ability to test the historical profitability of their
investment strategies and to use those strategies to generate real-time buy and
sell signals.
Early next year, Omega Research will launch TradeStation.com, the Internet's
first decision support portal dedicated to serving the needs of the active
trader. TradeStation.com combines all the power of TradeStation with streaming
real-time delivery of market information in a fully integrated browser-based
Internet application. TradeStation.com will be supported by aggressive
advertising and marketed to active traders by Omega Research's experienced
direct sales force. TradeStation.com will also be offered to third-party
partners as a business to business solution.
In October 1999, Omega Research acquired Window On WallStreet and its Financial
Data Cast Network, one of the industry's premier streaming real-time data
delivery solution. Omega Research will shortly re-launch WindowOnWallStreet.com,
a competitively priced, subscriber- based Internet tool for traders and
investors who need only streaming real-time quotes, charts and news. At present,
the Company's principal products now include TradeStation /registered
trademark/, OptionStation /registered trademark/, RadarScreen /trademark/, and
Omega Research ProSuite /trademark/.
Visit the Omega Research web site at www.omegaresearch.com
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NOTE: Today at 4:45 PM EST, Omega Research will host an analyst conference
call to discuss the Company's Internet Strategy. The conference call
will be broadcast live, on-line from the Company's "corporate" page
at www.omegaresearch.com and at www.streetfusion.com. A rebroadcast
of the call will be accessible at these websites from approximately
8:00 p.m., November 8, 1999, to approximately 6:00 p.m., November 11,
1999.
THIS PRESS RELEASE CONTAINS STATEMENTS THAT ARE FORWARD LOOKING AND ARE MADE
PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. WHEN USED IN THIS PRESS RELEASE THE WORDS "BELIEVES,"
"PLANS," "ESTIMATES," "EXPECTS," "INTENDS," "ANTICIPATES, "MAY," "WILL,"
"SHOULD," "COULD" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-
LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON CURRENT
EXPECTATIONS AND BELIEFS CONCERNING FUTURE EVENTS THAT ARE SUBJECT TO
SUBSTANTIAL RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS SUGGESTED HEREIN AND FROM THE RESULTS HISTORICALLY EXPERIENCED.
FACTORS THAT MAY CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THE COMPANY'S ABILITY TO EFFECTUATE ITS INTERNET STRATEGY AND TO
DEVELOP AND MARKET THE PRODUCTS AND SERVICES DESCRIBED IN THIS PRESS RELEASE
(AND THE COST ASSOCIATED THEREWITH), THEIR ACCEPTANCE IN THE MARKETPLACE (DUE TO
TECHNICAL DIFFICULTIES OR ERRORS IN THE PRODUCT OR SERVICE, UNFAVORABLE CRITICAL
REVIEWS, INCREASED COMPETITION, THEIR COST, OR OTHER REASONS), THE LEVEL OF
MARKET DEMAND FOR REAL-TIME DECISION SUPPORT TOOLS, THE SCALABILITY AND
RELIABILITY OF THE FINANCIAL DATA CAST NETWORK, THE EXTENT BY WHICH THE NEW
BUSINESS MODEL IMPACTS NET SOFTWARE LICENSING FEES, THE IMPACT THAT THE
TRANSITION TO A SUBSCRIPTION-BASED INTERNET BUSINESS MODEL MAY HAVE ON THE
COMPANY'S CURRENT CUSTOMER BASE, FINANCIAL STATEMENT (INCLUDING THE LEVEL OF
RETURNS AND BAD DEBTS ON CURRENT RECEIVABLES) AND EXISTING RELATIONSHIPS, THE
COMPANY'S ABILITY TO DEVELOP RELATIONSHIPS WITH THIRD PARTIES TO EXECUTE ITS
BUSINESS-TO- BUSINESS STRATEGY, TIMING AND SIGNIFICANCE OF ADDITIONAL NEW
PRODUCT INTRODUCTIONS BY THE COMPANY AND ITS COMPETITORS, THE LEVEL OF PRODUCT
AND PRICE COMPETITION, GENERAL ECONOMIC AND MARKET FACTORS, INCLUDING CHANGES IN
SECURITIES FINANCIAL MARKETS, RESULTS OF OPERATIONS FOR THE REMAINDER OF THE
1999 FOURTH QUARTER AND YEAR 2000 (AND THE IMPACT THAT THIS PRESS RELEASE WILL
HAVE ON THOSE RESULTS), THE ADEQUACY OF WORKING CAPITAL, CASH FLOWS AND
AVAILABLE FINANCING TO FUND THE NEW BUSINESS MODEL, AND OTHER RISKS AND
UNCERTAINTIES INDICATED FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION INCLUDING, BUT NOT LIMITED TO, OMEGA
RESEARCH'S DECEMBER 31, 1998 ANNUAL REPORT ON FORM 10-K, AS WELL AS OTHER PRESS
RELEASES.
Contacts:
Investor Relations:
Gregg F. Stewart, Chief Financial Officer,
Vice President of Finance & Treasurer
Omega Research
305-485-7004
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Business to Business Opportunities:
David Barnes, Executive Vice President,
Window On WallStreet
972-470-4726
Sean Davis, Senior Vice President,
Window On WallStreet
972-470-4742
International Opportunities:
Kevin Feuerlicht, International Sales, Omega Research
305-485-7412
Web Advertising:
Janette Perez, Executive Vice President of
Marketing and Sales, Omega Research
305-485-7401
