EVOKE COMMUNICATIONS INC, S-1/A, 2000-07-17

EVOKE COMMUNICATIONS INC
S-1/A, 2000-07-17
COMMUNICATIONS SERVICES, NEC

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As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-30708
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 6 to FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Evoke Communications, Inc.
(Exact name of registrant as specified in its charter)

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<S> <C> <C>
Delaware 7375 84-1407805
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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1157 Century Drive
Louisville, CO 80027
(800) 878-7326
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Paul A. Berberian
Chairman of the Board, Chief Executive Officer and President
Evoke Communications, Inc.
1157 Century Drive
Louisville, CO 80027
(800) 878-7326
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies To:
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<S> <C>
Michael L. Platt, Esq. Julie T. Spellman, Esq.
Jonathon J. Taylor, Esq. Cravath, Swaine & Moore
Cooley Godward LLP Worldwide Plaza
2595 Canyon Boulevard, Suite 250 825 Eighth Avenue
Boulder, CO 80302-6737 New York, NY 10019
(303) 546-4000 (212) 474-1000
</TABLE>
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED July 17, 2000

PROSPECTUS

7,000,000 Shares

Evoke Communications, Inc.

Common Stock
$ per share

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We are selling 7,000,000 shares of our common stock. The underwriters named
in this prospectus may purchase up to 1,050,000 additional shares of our common
stock to cover over-allotments.

This is an initial public offering of our common stock. We currently expect
the initial public offering price to be between $12.00 and $14.00 per share.
Our common stock has been approved for quotation on the Nasdaq National Market
under the symbol "EVOK".

--------

Investing in the common stock involves a high degree of risk. See "Risk
Factors" beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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<CAPTION>
Per Share Total
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Initial Public Offering Price $ $
Underwriting Discount $ $
Proceeds to Evoke Communications, Inc. (before expenses) $ $
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The underwriters expect to deliver the shares to purchasers on or about ,
2000.

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Salomon Smith Barney
Robertson Stephens
Thomas Weisel Partners LLC
CIBC World Markets

, 2000
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On the inside front cover page of the prospectus are five computer screens
each of which depicts one of our services: Mobile Webconferencing;
Webconferencing; Web Talk; Talking Email and Webcasting. At the bottom of the
page is our logo.
<PAGE>

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TABLE OF CONTENTS

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Page
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Prospectus Summary................................................. 1
Risk Factors....................................................... 5
Forward-Looking Statements; Market Data............................ 14
Use of Proceeds.................................................... 15
Dividend Policy.................................................... 15
Dilution........................................................... 16
Capitalization..................................................... 17
Selected Financial Data............................................ 19
Management's Discussion and Analysis of Financial Condition and Re-
sults of Operations............................................... 21
Business........................................................... 28
Recent Developments................................................ 43
Management......................................................... 44
Certain Relationships and Related Transactions..................... 59
Principal Stockholders............................................. 61
Description of Capital Stock....................................... 63
Shares Eligible for Future Sale.................................... 67
United States Tax Consequences to Non-United States Holders........ 69
Underwriting....................................................... 72
Legal Matters...................................................... 74
Experts............................................................ 74
Where You Can Find Additional Information.......................... 74
Index to Financial Statements...................................... F-1
</TABLE>

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Until , 2000 (25 days after the date of this prospectus), all
dealers selling shares of our common stock, whether or not participating in
this offering, may be required to deliver a prospectus. This delivery
requirement is in addition to the obligation of dealers to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.
<PAGE>

PROSPECTUS SUMMARY

This summary highlights some of the information found in greater detail
elsewhere in this prospectus. In addition to this summary, we urge you to read
the entire prospectus carefully, especially the risks of investing in our
common stock discussed under "Risk Factors" and the financial statements,
before you decide to buy our common stock.

Our Company

We provide Internet communication services that allow users to communicate
and exchange voice, video and visuals in a simple, cost-effective manner
through web-based applications and technologies. We offer business-to-business
communication services based on our proprietary systems that integrate
traditional telephony technology with streaming media and web collaboration
tools. Streaming media tools allow audio and video content to be played in
real-time over the Internet, without downloading the content. Web collaboration
tools enable groups of people in diverse geographic locations to interact in
real-time over the Internet using shared visuals and other applications. We
currently offer four Internet communication services:

. Evoke Webconferencing enables users to instantly establish a web
conference without operator intervention, join participants on the phone
and web to share visuals and present an event as a live or recorded web
cast.

. Evoke Webcasting is an end-to-end, cost-effective streaming solution
that provides customers with controlled delivery of voice, video and
visuals over the Internet or corporate intranets.

. Evoke Talking Email allows users to record a free voice message up to 30
seconds long and send it as an email message or post their voice message
as a link on a web page.

. Evoke Web Talk enables users to participate in live voice and text
exchanges over the Internet using a personal computer equipped with a
microphone or their telephone.

We also recently introduced to a limited number of users a test version of
our Evoke Mobile Webconferencing service, which allows users to initiate a web
conference, operate conference controls and begin a web cast using a Palm V or
Palm VII handheld device.

We market our services to large and medium-sized corporations and high
growth Internet-centric companies through our direct sales force. We also
partner with leading Internet sites, such as Excite@Home, Blue Mountain Arts
and Lycos, to offer our proprietary systems as co-branded services to extend
our reach to small businesses, home offices and consumers.

We have a limited operating history and have incurred net losses of
approximately $34.4 million from our inception in April 1997 to March 31, 2000.
We expect to continue to incur significant operating losses for the foreseeable
future as we expect to significantly increase our research and development,
sales and marketing, general and administrative and goodwill amortization
expenses as compared to prior periods.

Our Solution

We believe there is a significant opportunity for an integrated Internet
communication solution that combines traditional conferencing, web
collaboration and streaming services into simple, cost-effective and reliable
tools for business-to-business communication.

The key benefits of our solution include:

. Easy-to-Use, Internet Communication Tools. Our automated Internet
communication services offer simple yet powerful functions to increase a
user's flexibility, interactivity and control as compared to more
traditional methods of communication.

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. Significant Cost Saving Opportunities. Our customers reduce cost by
minimizing the need for expensive and time intensive business travel or
specialized conferencing software or equipment.

Our Strategy

We intend to rapidly develop new services that meet our customers' diverse
and evolving communications needs. We plan to continue to aggressively market
our services to new customers through multiple distribution channels and
increase our brand awareness through new Internet, print and broadcast
advertising campaigns. We also intend to increase sales to our existing
customers by marketing our more sophisticated services to current users of our
basic services. We anticipate that our operations will also expand through
international joint ventures, acquisitions and strategic partnerships. In order
to accomodate this expected growth, we plan to aggressively expand our
infrastructure and capacity.

Recent Developments

On June 16, 2000, we acquired Contigo Software, Inc. in exchange for
4,425,176 shares of our common stock and $6.1 million in cash. We also have
reserved 1,574,831 shares of our common stock for issuance upon exercise of
options outstanding under Contigo's option plans that we have assumed. The
advanced web collaboration capabilities that we gained through our acquisition
of Contigo include:

. Whiteboarding, which enables participants to annotate shared visuals or
documents online with highlighting or drawing tools;
. Text chat, which enables participants to type messages to each other
during a conference either publicly or privately;
. Application viewing, which enables participants in a conference to view
the same application on the Internet and view the user's presentation or
changes to the application's content;
. Web touring, which enables the user, by typing a web site address, to
take multiple participants in a conference to the same Internet site in
real-time;
. Polling, which enables the user to take a vote among multiple
participants and display the results either publicly or privately;
. Lead generation tools, which capture participant contact information and
survey results for sales force lead generation and market analysis; and
. Shared presenter control, which enables multiple users to share control
of a conference.

Recent Operating Results

We recently completed our second quarter of 2000. Based upon the information
that we have to date, we estimate that our revenues for the quarter ended June
30, 2000 will be approximately $2.89 million as compared to revenues of $1.86
million for the quarter ended March 31, 2000. Based on these estimates, pro
forma revenues for the quarter ended June 30, 2000 would have been
approximately $3.64 million had the acquisition of Contigo taken place on April
1, 2000. We estimate that our net loss will be between $21.7 million and $21.9
million as compared to a net loss of $17.3 million for the quarter ended March
31, 2000. Our revenues and net loss for the quarter ended June 30, 2000 include
the operating results of Contigo from the date of closing of our acquisition,
which was June 16, 2000. Our estimates are preliminary and may be subject to
revision after we finalize our financial statements for second quarter 2000.

2
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The Offering

Common stock offered........ 7,000,000 shares

Common stock outstanding
after this offering........
46,734,594 shares

Use of proceeds............. We intend to use the net proceeds of this
offering to expand our sales force and marketing
activities, further develop our services and
systems, increase our operational capacity,
finance potential acquisitions, joint ventures or
investments and for general corporate purposes.

Proposed Nasdaq National
Market Symbol..............
EVOK

Throughout this prospectus, the number of shares of common stock to be
outstanding after this offering is based on the number of shares outstanding as
of June 20, 2000, unless otherwise indicated. Additionally, throughout this
prospectus, all numbers of shares of our common stock reflect a two-for-three
reverse split of all the outstanding shares of our common stock which was
approved by our stockholders on July 13, 2000. It also reflects the automatic
conversion of all then outstanding series of preferred stock into common stock.
This information excludes:

. 1,050,000 shares that could be sold to the underwriters upon the
exercise of their option to purchase additional shares;

. 1,574,831 shares reserved for issuance upon exercise of assumed Contigo
options in connection with the Contigo acquisition;

. 3,884,757 shares that could be issued upon the exercise of options and
stock issuance rights outstanding as of June 20, 2000 at a weighted
average exercise price of $7.11 per share;

. 572,277 shares that could be issued to Microsoft upon the exercise of a
warrant to purchase 858,416 shares of preferred stock issued on March
29, 2000 at an exercise price equal to the lesser of $15.00 per common
share or the initial public offering price of the shares offered in this
prospectus; and

. 78,525 shares that could be issued upon the exercise of warrants
outstanding as of June 20, 2000 at a weighted average exercise price of
$1.94 per share.

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We were incorporated in Delaware in April 1997 under the name Intellistat
Media Research, Inc. In July 1997, we changed our name to VStream Incorporated,
in February 2000 we changed our name to Evoke Incorporated and in April 2000 we
changed our name to Evoke Communications, Inc. Our principal executive office
is located at 1157 Century Drive, Louisville, Colorado 80027 and our telephone
number is (800) 878-7326. Our web site address is www.evoke.com. Information
contained on our web site or any other web site does not constitute part of
this prospectus.

You should rely only on the information contained in this prospectus. Evoke
Communications has not authorized anyone to provide you with different
information. Evoke Communications is not making an offer of these securities in
any state where the offer is not permitted. The information about Evoke
Communications contained in this prospectus is materially complete, however you
should not assume that the information provided by this prospectus is accurate
as of any date other than the date on the front of this prospectus.

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Summary Financial Data

The following table sets forth summary financial data for our business. You
should read this information together with the financial statements and the
notes to those statements and "Unaudited Pro Forma Condensed Combined Financial
Information" included elsewhere in this prospectus.

The statement of operations data displayed in the "Pro Forma Contigo
Acquisition 1999" and "Pro Forma Contigo Acquisition 2000" column, give effect
to the Contigo acquisition as if it had taken place on January 1, 1999. Pro
forma basic and diluted loss per share is computed using the weighted average
number of common shares outstanding, including the pro forma effects of the
automatic conversion of all outstanding series of preferred stock into common
stock upon completion of this offering as if the conversion occurred on
January 1, 1999, or at the date the preferred stock was actually issued, if
later.

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<CAPTION>
Three Months Ended
Years Ended December 31, March 31,
-------------------------------- ----------------------
Period from
Inception Pro Forma Pro Forma
(April 17, 1997) Contigo Contigo
to December 31, Acquisition Acquisition
1997 1998 1999 1999 2000 2000
---------------- ------- ---------- ----------- ---------- ----------
(in thousands, except share and per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of
Operations Data:
Revenue......... $ -- $ 675 $ 2,246 $ 5,440 $ 1,859 $ 3,168
Gross profit
(loss)......... (106) (121) (1,122) 1,908 (795) 444
Loss from
operations..... (764) (3,494) (13,441) (42,259) (18,283) (25,908)
Net loss........ (749) (3,272) (13,047) (42,132) (17,348) (25,024)
Net loss
attributable to
common
stockholders... $ (749) $(3,272) $ (113,047) $ (142,131) $ (18,529) $ (26,205)
Basic and
diluted loss
per share...... $ (4.42) $(10.29) $ (259.44) $ (29.24) $ (23.23) $ (5.02)
Shares used in
computing loss
per share--
basic and
diluted........ 169,509 318,082 435,729 4,860,905 797,810 5,222,986
Pro forma basic
and diluted
loss per
share.......... $ (0.92) $ (2.26) $ (0.50) $ (0.64)
Shares used in
computing pro
forma loss per
share--basic
and diluted.... 14,220,488 18,645,664 34,384,545 38,809,721

</TABLE>
The following table is a summary of our balance sheet as of March 31, 2000.
The balance sheet data displayed in the "As Adjusted" column gives effect to
the automatic conversion of all outstanding series of preferred stock into our
common stock upon completion of this offering and the sale of 7,000,000 shares
of common stock offered in this offering at an assumed initial public offering
price of $13.00 per share (after deducting the estimated underwriting discounts
and offering expenses) and the application of the net proceeds. The balance
sheet data displayed in the "Contigo Acquisition As Adjusted" column also
reflects the pro forma effects of the acquisition of Contigo.

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<CAPTION>
As of March 31, 2000
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Contigo
Acquisition
Actual As Adjusted as Adjusted
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(in thousands)
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Balance Sheet Data:
Cash and cash equivalents............... $69,623 $153,053 $150,406
Working capital......................... 61,677 145,107 141,341
Total assets............................ 103,277 186,707 265,421
Long-term debt, less current portion.... 1,903 1,903 1,956
Redeemable convertible preferred stock
and warrants........................... 116,672 -- --
Total stockholders' equity (deficit).... (26,350) 173,752 250,789
</TABLE>

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the following risks, together with information contained
elsewhere in this prospectus, before you decide whether to buy our common
stock.

Risks Relating to Our Business

We have a history of losses, we expect significant continuing losses and we
may never attain profitability

If we do not achieve or sustain profitability in the future, we may be
unable to continue our operations. Our operating costs have exceeded our
revenues in each quarter since our inception in April 1997. We have incurred
cumulative net losses of approximately $34.4 million from our inception through
March 31, 2000, and we anticipate significant net losses through at least 2002.
Our revenues may not continue to grow and we may not achieve or maintain
profitability in the future. In addition, we expect that our sales and
marketing, research and development, general and administrative and goodwill
amortization expenses will increase significantly in the future as compared to
prior periods. Accordingly, we must significantly increase our revenue to
achieve and maintain profitability and to continue our operations.

We have a limited operating history, which makes it difficult to evaluate
our business

We have a limited operating history and you should not rely on our recent
results as an indication of our future performance. We were incorporated in
April 1997 and first recorded revenue from Evoke Webcasting in January 1998. We
only began commercially offering our flagship service, Evoke Webconferencing,
in April 1999. Due to our limited operating history and the rapidly changing
nature of the Internet communication services market, it is difficult or
impossible for us to predict future results, and you should not expect our
future revenue growth to equal or exceed our recent growth rates. Our business
strategy may be unsuccessful and we may be unable to address the risks we face
in a cost-effective manner, if at all.

We may fail to meet market expectations because of fluctuations in our
quarterly operating results, which would cause our stock price to decline

As a result of our limited operating history, the rapidly changing nature of
the Internet communication services market and the other risks described in
this section, our quarterly operating results have varied significantly from
period to period in the past and are likely to continue to vary significantly
in future periods. For example, our quarterly net loss ranged between $1.8
million and $6.4 million in the four quarters of the year ended December 31,
1999, and our net loss was $17.3 million for the three months ended March 31,
2000. Many of the factors that may cause fluctuations in our quarterly
operating results are beyond our control. Accordingly, our quarterly operating
results are difficult to predict and may not meet the expectations of
securities analysts or investors. If this occurs, the price of our common stock
would decline.

Additionally, we expect our results will fluctuate based on seasonal sales
patterns. Our operating results for the year ended 1999 show decreases in the
use of Evoke Webconferencing around the Thanksgiving, Christmas and New Year
holidays. We expect that our revenues during these holiday seasons and during
the summer vacation period will decrease as compared to other periods of the
year because of decreased use of our services by business customers.

We depend on single source suppliers for key components of our
infrastructure, the loss of which could cause significant delays and costs in
providing services to our existing and prospective customers

We purchase key components of our telephony hardware infrastructure from a
single supplier. Any extended reduction, interruption or discontinuation in the
supply of these components would cause significant

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delays and costs in providing services to our existing and prospective
customers. These components form the basis of our audio conferencing
infrastructure, upon which the majority of our services rely. In order to
continue to expand our infrastructure capacity, we must purchase additional
components from this supplier. Because we do not have any guaranteed supply
arrangements with this supplier, it may unilaterally increase its prices for
these components, and as a result, we could face higher than expected operating
costs and impaired operating results. We could also experience difficulties in
obtaining alternative sources on commercially reasonable terms, if at all, or
in integrating alternative components into our technology platform. We also
rely on a single supplier for the majority of our storage hardware, which store
critical operations data and maintain the reliability of our services. If we
are required to find alternative sources for such equipment, we may experience
difficulty in integrating them into our infrastructure.

If any of the third party technologies and services that we use become
unavailable to us, our services would be subject to significant delays and
increased costs

The market for Internet communication services is rapidly evolving and we
need to license technologies to remain competitive. Our inability to obtain any
of these licenses could delay the development of our services until equivalent
technology can be identified, licensed and integrated. We are highly dependent
on the streaming software that we license from two suppliers in order to
deliver our streaming services. If these vendors change their streaming
software, our software may become inoperable, the functionality of our services
would decline and we would suffer significant delays and costs in attempting to
reengineer our services. We use technology that we license from HearMe, a
provider of voice communication services over the Internet, to provide our
voice chat services. We also rely on third party services, such as Internet
access, transport and long distance providers. These companies may not continue
to provide services to us without disruptions, at the current cost, if at all.
The costs associated with a transition to a new service provider would be
substantial. We may be required to reengineer our systems and infrastructure to
accommodate a new service provider, which would be both expensive and time-
consuming. In addition, in the past, we have experienced disruptions and delays
in our services due to service disruptions from these providers. Any
interruption in the delivery of our services would likely cause a loss of
revenue and a loss of customers.

A small number of our customers account for a high percentage of our revenue
and the loss of a major customer could harm our operating results and cause our
stock price to decline

The loss of any of our major customers could result in lower than expected
revenue and cause our stock price to decline. Additionally, most customers do
not have any obligation to purchase additional services from us or to continue
to use our current services. As a result, we may face increased downward
pricing pressure that could cause a decrease in our gross margins. For the year
ended December 31, 1999, Microsoft accounted for 21% of our revenue by
subsidizing third-party use of our services in conjunction with the adoption of
its technologies. During 1999, Cisco Systems accounted for 9% of our revenue.
In the first quarter of 2000, Microsoft accounted for 12% of our revenue. We
expect that a small number of customers will continue to account for a high
percentage of our revenue. Our customers depend on the reliability of our
services and we may lose a customer if we fail to provide reliable services for
even a single communication event.

Our Internet communication services will not generate significant revenue if
businesses do not switch from traditional teleconferencing and communication
services to Internet communication services

If businesses do not switch from traditional teleconferencing and
communication services, our Internet communication services will not generate
significant revenue. Businesses that have already invested substantial
resources in traditional or other methods of communication may be reluctant to
adopt new Internet communication services. If sufficient demand for our
services does not develop, we will have difficulty selling our services. As a
result, the price of our common stock would decline. Growth in profitability
from Evoke Webconferencing will depend in part on a significant increase in the
number of customers using Evoke Webconferencing's web-based features in
addition to our traditional conferencing features. In the first quarter of
2000, only a small percentage of Evoke Webconferencing customers used the web
in this way.

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The growth of our business substantially depends on our ability to
successfully develop and introduce new services in a timely manner

Our growth depends on our ability to develop leading-edge Internet
communication services. For example, we recently began market testing Evoke
Mobile Webconferencing, a wireless web conferencing service, and began
integrating the advanced web collaboration tools we acquired from Contigo into
our platform. We also have several other services in development. We may not
successfully identify, develop and market these and other new services in a
timely and cost-effective manner. If the services we develop, such as Evoke
Mobile Webconferencing, fail to achieve widespread market acceptance or fail to
generate significant revenues to offset development costs, our net losses will
increase. In addition, our ability to introduce new services may depend on us
acquiring technologies or forming relationships with third parties and we may
be unable to identify suitable candidates or come to terms acceptable to us for
any such acquisition or relationship. We may not successfully alter the design
of our systems to quickly integrate new technologies.

We have experienced development delays and cost overruns in our development
efforts in the past and we may encounter these problems in the future. Delays
and cost overruns could affect our ability to respond to technological changes,
evolving industry standards, competitive developments or customer requirements.

Competition in the Internet communication services market is intense and we
may be unable to compete successfully

The market for Internet communication services is relatively new, rapidly
evolving and intensely competitive. Competition in our market will continue to
intensify and may force us to reduce our prices, or cause us to experience
reduced sales and margins, loss of market share and reduced acceptance of our
services.

Many of our current and potential competitors have larger customer bases,
longer operating histories, greater name recognition, more employees and
significantly greater financial, technical, marketing, public relations and
distribution resources than we do. In addition, telecommunication providers,
for example, enjoy lower per-minute long distance costs as a result of their
ownership of the underlying telecommunication network. We expect that many more
companies will enter this market and invest significant resources to develop
Internet communication services. These competitors may offer or develop
products or services that perform better than ours. See "Business -
Competition" for a more detailed discussion of the competition that we face.

In addition, the Internet industry has recently experienced substantial
consolidation and a proliferation of strategic transactions. We expect this
consolidation and strategic partnering to continue. Acquisitions or strategic
partnerships involving our current and potential competitors could harm us in a
number of ways. For example:

. competitors could acquire or partner with companies with which we have
strategic partnerships and discontinue our partnership, resulting in the
loss of distribution opportunities for our services or the loss of
certain enhancements or value-added features to our services;

. a competitor could be acquired by or enter into a strategic relationship
with a party that has greater resources and experience than we do,
thereby increasing the ability of the competitor to compete with our
services; or

. a competitor could acquire or partner with one of our key suppliers.

The termination of strategic partnerships, including with Excite@Home, Blue
Mountain Arts or Lycos, or the failure to form additional strategic
partnerships could limit our access to customers and harm our strategy to
increase brand awareness, thereby causing our revenues to be lower than
expected

Our strategic partnerships are critical to our success because they help us
strengthen our brand awareness and reach a broader customer base. The loss of
current strategic partnerships or our failure to find other strategic partners
in a timely manner could result in lower than expected revenues. For example,
Excite@Home and Lycos may terminate our strategic partnerships under various
circumstances, some of which may be beyond

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our control. Our agreements with Excite@Home and Lycos require us to satisfy
specific performance and functionality requirements. Early termination of our
partnerships with Excite@Home and Lycos may harm our reputation, decrease the
size of our user base and cause our stock price to decline. Moreover,
Excite@Home is controlled by AT&T. AT&T's teleconferencing services currently
compete with Evoke Webconferencing, and AT&T may seek to expand its product
offerings into Internet communication in the future. Additionally, the loss of
our strategic relationship with Blue Mountain Arts would significantly harm our
strategy to increase brand awareness using Evoke Talking Email. Our strategic
partnerships with Blue Mountain Arts and Excite@Home currently account for a
substantial majority of the Evoke Talking Email messages processed by our
systems. We may become more reliant on strategic partners in the future, which
would increase the risk to our business of losing these partnerships.
Additionally, we may not be successful in forming strategic partnerships and
the efforts of our strategic partners may not be successful.

Our failure to manage our current and planned rapid growth could cause
substantial increases in our operating costs and harm our profitability and, if
we are not able to obtain adequate funds, we may not be able to compete
effectively

We have rapidly expanded, and plan to continue to rapidly expand, our
operations and infrastructure. This expansion has placed, and is expected to
place, a significant strain on our managerial, operational and financial
resources, and we may not effectively manage this growth. For example, we
increased the number of our employees from 94 on December 31, 1999 to 466 on
June 20, 2000. Expanding our business requires us to invest significant amounts
of capital for our operations and resources, which substantially increases our
operating costs. As a result, our failure to manage our growth effectively
could cause substantial increases in our operating costs without corresponding
increases in our revenue. Also, our management may have to divert a
disproportionate amount of its attention away from our day-to-day activities
and devote a substantial amount of time expanding into new areas. In order to
expand our business we may need to raise additional funds. Any future financing
we require may not be available on a timely basis, in sufficient amounts or on
terms acceptable to us. If we cannot obtain adequate funds, we may not be able
to compete effectively.

Additionally, our rapid growth requires us to order equipment, some of which
has substantial development and manufacturing lead times. If we do not order
equipment in a timely and efficient manner in order to support our growth, we
may not have enough capacity to support the demand for our services and the
delivery of our services may be interrupted. As a result, our operating results
and reputation would be materially harmed, which could negatively affect our
stock price.

Our planned international expansion, including our joint venture with @viso
Limited, may not be successful, which could harm our strategy to expand
internationally and cause our operating losses to increase

We intend to expand into international markets and to spend significant
financial and managerial resources to do so. We have no experience in
international operations and may not be able to compete effectively in
international markets. We face certain risks inherent in conducting business
internationally, such as:

. varying technology standards from country to country;

. uncertain protection of intellectual property rights;

. inconsistent regulations and unexpected changes in regulatory
requirements;

. difficulties and costs of staffing and managing international
operations;

. fluctuations in currency exchange rates;

. linguistic and cultural differences;

. difficulties in collecting accounts receivable and longer collection
periods;

8
<PAGE>

. imposition of currency exchange controls; and

. potentially adverse tax consequences.

In particular, we recently formed a joint venture with @viso Limited, a
European-based venture capital firm, which will expand our operations to
continental Europe and the United Kingdom. This joint venture may not be
successful. If our revenues from this and other international operations do not
exceed the expense of establishing and maintaining these operations, our
operating losses will further increase.

In addition, our expansion into international markets may require us to
develop specific technology that will allow our current systems to work with
international telephony systems. We may not develop this technology in a timely
manner, in a way to prevent service disruptions or at all.

We may not achieve any benefits from the Contigo acquisition and we expect
our losses to increase significantly as a result of the acquisition

We may not be able to successfully integrate Contigo's operations,
technologies, products and services, information systems and personnel into our
business. The acquisition may further strain our existing financial and
managerial controls, and divert management's attention away from our other
business concerns. There may also be unanticipated costs associated with the
acquisition that may harm our operating results and key Contigo personnel may
decide not to work for us. In addition, as a result of the acquisition, we will
have operations in multiple facilities in geographically diverse areas. We are
not experienced in managing facilities and operations in geographically diverse
areas. We may not sustain the financial results that Contigo has achieved in
the past because of integration problems, changes that we are making to
Contigo's operations and the potential loss of customers who may decide not to
continue their relationship with Contigo after the acquisition.

In addition, we expect that our losses will increase significantly because
of additional costs and expenses related to:

. an increase in the number of our employees;

. an increase in sales and marketing activities;

. additional facilities and infrastructure;

. assimilation of operations and personnel; and

.goodwill amortization.

We may acquire other businesses, form joint ventures and make investments in
other companies that could negatively affect our operations and financial
results and dilute existing stockholders

The pursuit of additional business relationships through acquisitions, joint
ventures, or other investment prospects is a key aspect of our business
strategy. We may use a portion of the net proceeds of this offering in pursuit
of these relationships, which would complement our current services, enhance
our technical capabilities or offer growth opportunities. We may not identify
or complete these transactions in a timely manner, on a cost effective basis or
at all, and we may not realize the benefits of any acquisition, joint venture,
or other investment.

We have limited experience in acquisition activities and may have to devote
substantial time and resources in order to complete acquisitions. There may
also be risks of entering markets in which we have no or limited prior
experience. Further, these potential acquisitions entail risks, uncertainties
and potential disruptions to our business similar to those associated with the
Contigo acquisition, which could harm our operating results and cause our stock
price to decline.

In addition, if we were to make any acquisitions, we could:

. issue equity securities that would dilute our stockholders;

. incur debt;

9
<PAGE>

. assume unknown or contingent liabilities; or

. experience negative effects on our reported results of operations from
acquisition-related charges and of amortization of acquired technology,
goodwill and other intangibles.

Our Evoke Webconferencing services may become subject to traditional
telecommunications carrier regulation by federal and state authorities, which
would increase the cost of providing our services and may subject us to
penalties

We believe our Evoke Webconferencing services are not subject to regulation
by the Federal Communications Commission or any state public service commission
because the services integrate traditional voice teleconferencing and added
value Internet services. The FCC and state public service commissions, however,
may require us to submit to traditional telecommunications carrier regulations
for our Evoke Webconferencing services under the Communications Act of 1934, as
amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our Evoke Webconferencing
services until we have obtained various federal and state licenses and filed
tariffs. We believe we would be able to obtain those licenses, although in some
states, doing so could significantly delay our ability to provide services. We
also would be required to comply with other aspects of federal and state laws
and regulations. Subjecting our Evoke Webconferencing services to these laws
and regulations would increase our operating costs, could require restructuring
of those services to charge separately for the voice and Internet components,
and would involve on-going reporting and other compliance obligations. We also
might be subject to fines or forfeitures and civil or criminal penalties for
non-compliance.

Risks Relating to Our Technology

Our business will suffer if our systems fail or become unavailable

A reduction in the performance, reliability or availability of our systems
will harm our ability to distribute our services to our users, as well as our
reputation. Some of our customers have experienced interruptions in our
services in the past due to network outages, periodic system upgrades and
internal system failures. Similar interruptions may occur from time to time in
the future. Because our revenue depends largely on the number of users and the
amount of minutes consumed by users, our business will suffer if we experience
frequent or extended system interruptions.

We maintain our primary data facility and hosting servers at our
headquarters in Louisville, Colorado, and a secondary data facility in Boulder,
Colorado. Our operations depend on our ability to protect these facilities and
our systems against damage or interruption from fire, power loss, water,
telecommunications failure, vandalism, sabotage and similar unexpected events.
In addition, a sudden and significant increase in traffic on our systems or
infrastructure could strain the capacity of the software, hardware and systems
that we use. This could lead to slower response times or system failures. The
occurrence of any of the foregoing risks could cause service interruptions and,
as a result, materially harm our reputation and negatively affect our revenue.

If our security system is breached, our business and reputation could suffer

We must securely receive and transmit confidential information over public
networks and maintain that information on internal systems. Our failure to
prevent security breaches could damage our reputation, and expose us to risk of
loss or liability. Our internal systems are accessible to a number of our
employees. Although each of these employees is subject to a confidentiality
agreement, we may be unable to prevent the misappropriation of this
information. Our servers are vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions, which could lead to
interruptions, delays or loss of data. We may be required to expend significant
capital and other resources to license encryption technology and additional
technologies to protect against security breaches or to alleviate problems
caused by any breach.

10
<PAGE>

Our competitors may be able to create systems with similar functionality to
ours and third-parties may obtain unauthorized use of our intellectual property

The success of our business is substantially dependent on the proprietary
systems that we have developed. To protect our intellectual property rights, we
currently rely on a combination of trademarks, service marks, trade secrets,
copyrights, confidentiality agreements with our employees and third parties,
and protective contractual provisions. These measures may not be adequate to
safeguard the technology underlying our Internet communication services and
other intellectual property. Unauthorized third-parties may copy or infringe
upon aspects of our technology, services or other intellectual property. Our
proprietary systems are not currently protected by any patents and we may not
be successful in our efforts to secure patents for our proprietary systems.
Regardless of our efforts to protect our intellectual property, our competitors
and others may be able to develop similar systems and services without
infringing on any of our intellectual property rights. In addition, employees,
consultants and others who participate in the development of our proprietary
systems and services may breach their agreements with us regarding our
intellectual property and we may not have any adequate remedies. Furthermore,
the validity, enforceability and scope of protection for intellectual property
such as ours in Internet-related industries is uncertain and still evolving. We
also may not be able to effectively protect our intellectual property rights in
certain countries. In addition, our trade secrets may become known through
other means not currently foreseen by us. If we resort to legal proceedings to
enforce our intellectual property rights, the proceedings could be burdensome
and expensive and the outcome could be uncertain. For further information on
our intellectual property and the difficulties in protecting it, see "Business
- Intellectual Property."

We may be subject to claims alleging intellectual property infringement

We may be subject to claims alleging that we have infringed upon third party
intellectual property rights. Claims of this nature could require us to spend
significant amounts of time and money to defend ourselves, regardless of their
merit. If any of these claims were to prevail, we could be forced to pay
damages, comply with injunctions, or halt distribution of our services while we
re-engineer them or seek licenses to necessary intellectual property, which
might not be available on commercially reasonable terms or at all. In March
2000, a trademark infringement suit was filed against us in federal district
court in California, alleging, among other things, that our new brand infringes
the trademarks and service marks of the company filing this suit and seeks,
among other relief, an injunction barring us from continuing to use the brand
Evoke. For more information on this suit, please see "Business - Legal
Proceedings". We could also be subject to claims for indemnification resulting
from infringement claims made against our customers and strategic partners,
which could increase our defense costs and potential damages. Any of these
events could harm our business.

If we do not increase the capacity of our infrastructure in excess of
customer demand, customers may experience service problems and choose not to
use our services

We must continually increase our capacity in excess of customer demand. Our
plans to rapidly expand our operations and to add customers also requires a
significant increase in the capacity of our infrastructure. If we fail to
increase our capacity, customers may experience service problems, such as busy
signals, improperly routed calls and messages, and slower-than-expected
download times. Service problems such as these would harm our reputation, cause
us to lose customers and decrease our revenue. Conversely, if we overestimate
our capacity needs, we will pay for more capacity than we actually use,
resulting in increased costs without a corresponding increase in revenue, which
would harm our operating results.

We rely on the adoption of multimedia technology by corporations and our
ability to transmit our services through corporate security measures

In order to receive streamed media adequately, our users generally must have
multimedia personal computers with certain microprocessor requirements, at
least 28.8 kbps Internet access, a standard media player and a sound card. If
streaming media technology fails to achieve broad commercial acceptance or
acceptance is delayed, customers may not purchase our Internet communication
services. Installing and configuring the

11
<PAGE>

necessary streaming media components may require technical expertise that some
users do not possess. Furthermore, because of bandwidth constraints on
corporate intranets and concerns about security, some information systems
managers may block reception of streamed media within their corporate
environments. In order for users to receive streaming media over corporate
intranets and corporate firewalls, information systems managers may need to
reconfigure these intranets and firewalls. Widespread adoption of streaming
media technology depends on overcoming these obstacles, improving voice and
video quality and educating customers and users in the use of streaming media
technology.

Risks Relating to Our Industry

We are subject to risks associated with governmental regulation and legal
uncertainties

It is likely that a number of laws and regulations may be adopted in the
United States and other countries with respect to the Internet that might
affect us. These laws may relate to areas such as:

. changes in telecommunications regulations;

. copyright and other intellectual property rights;

. encryption;

. personal privacy concerns, including the use of "cookies" and individual
user information;

. e-commerce liability; and

. email, network and information security.

Changes in telecommunications regulations could substantially increase the
costs of communicating on the Internet. This, in turn, could slow the growth in
Internet use and thereby decrease the demand for our services. Several
telecommunications carriers are advocating that the Federal Communications
Commission regulate the Internet in the same manner as other telecommunications
services by imposing access fees on Internet service providers. Recent events
suggest that the FCC may begin regulating the Internet in such a way. In
addition, we operate our services throughout the United States and state
regulatory authorities may seek to regulate aspects of our services as
telecommunication activities.

Other countries and political organizations are likely to impose or favor
more and different regulations than those which have been proposed in the
United States, thus furthering the complexity of regulation. The adoption of
such laws or regulations, and uncertainties associated with their validity and
enforcement, may affect the available distribution channels for and costs
associated with our services, and may affect the growth of the Internet. Such
laws or regulations may therefore harm our business.

We may be subject to assessment of sales and other taxes for the sale of our
services, license of technology or provision of services, for which we have not
accounted

We may have to pay past sales or other taxes that we have not collected from
our customers. We do not currently collect sales or other taxes on the sale of
our services. Our business would be harmed if one or more states or any foreign
country were to require us to collect sales or other taxes from current or past
sales of services, particularly because we would be unable to go back to
customers to collect sales taxes for past sales and may have to pay such taxes
out of our own funds.

Risks Associated with This Offering

Control by existing stockholders may limit your ability to influence the
outcome of director elections and other matters requiring stockholder approval

Following the offering, our executive officers, directors and our
stockholders who currently own over five percent of our common stock will, in
the aggregate, beneficially own approximately 36.6% of our outstanding

12
<PAGE>

common stock. These stockholders, if they vote together, will be able to
significantly influence matters that we require our stockholders to approve,
including electing directors and approving significant corporate transactions.
This concentration of ownership may also have the effect of delaying or
preventing a change in our control, which could result in a lower stock price.

Internet-related stock prices are especially volatile and this volatility
may depress our stock price

The stock market in general, and the stock prices of Internet-related
companies in particular, have experienced extreme price and volume
fluctuations. This volatility is often unrelated or disproportionate to the
operating performance of these companies. Because we are an Internet-related
company, we expect our stock price to be similarly volatile. These broad
market and industry factors may reduce our stock price, regardless of our
operating performance.

13
<PAGE>

FORWARD-LOOKING STATEMENTS; MARKET DATA

This prospectus may contain forward-looking statements based on our current
expectations, assumptions, estimates and projections about us and our industry.
These forward-looking statements involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of factors more fully described in the "Risk Factors"
section and elsewhere in this prospectus.

This prospectus contains market data related to us and our industry. This
data has been included in the studies published by the market research firms
International Data Communications and PEREY Research & Consulting. These market
research firms assume that certain events, trends and activities will occur and
they project information on those assumptions. Some of these assumptions are
that:

. no catastrophic failure of the Internet will occur;

. international calling and enhanced applications will drive Internet
telephony growth;

. Internet telephony service providers will experience dramatic growth
over the next 18-24 months;

. Internet service providers will enhance real-time communication features
and enable computer-to-phone calling by mid-2000;

. there will be widespread deployment of Internet telephony devices;

. the number of people online and the total number of hours spent online
will increase significantly over the next few years; and

. Internet security and privacy concerns will be adequately addressed.

If the market research firms are wrong about any of their assumptions, then
their projections may also be wrong. For example, the Internet-related markets
may not grow over the next few years at the rates International Data
Communications and PEREY Research & Consulting project, if at all. If these
markets do not grow at these projected rates, our business may be harmed.

14
<PAGE>

USE OF PROCEEDS

We estimate that we will receive approximately $83.4 million, based on an
assumed offering price of $13.00 per share, in net proceeds from this offering,
after deducting the estimated underwriting discounts and estimated offering
expenses payable by us. If the underwriters' over-allotment option is exercised
in full, we estimate that we will receive approximately $96.1 million in net
proceeds from this offering, after deducting the estimated underwriting
discounts and estimated offering expenses payable by us.

The principal reason for this offering is to raise funds for working capital
and other general corporate purposes. We have not identified specific uses for
the net proceeds from this offering. We generally intend to use the proceeds of
this offering to:

. expand our sales force and marketing activities;

. further develop our services and systems;

. increase our operational capacity;

. finance potential acquisitions, joint ventures or investments in
complementary businesses or technologies; and

. fund other general corporate purposes.

The amounts we actually expend in such areas may vary significantly and will
depend on a number of contingencies. Among the factors relevant to the use of
the net proceeds from this offering are the following:

. our ability to attract and retain qualified employees;

. the cost of additional research and development;

. the cost of overhead related to our anticipated growth; and

. our ability to identify and enter into strategic acquisition, investment
and joint venture opportunities.

Accordingly, management will retain broad discretion in the allocation of
the net proceeds of this offering. To the extent we do not use proceeds from
this offering for one of the purposes outlined above, we anticipate that we
will allocate such funds to one of the other purposes outlined above. You will
not have the opportunity to evaluate the economic, financial or other
information on which we base our decisions on how to use the proceeds.
Investments we make with the net proceeds may not yield favorable returns and
our accumulated deficit may increase. We have no current agreements or
commitments with respect to any acquisitions, joint ventures or investments.
Pending such uses, the estimated net proceeds of this offering will be invested
in short term, interest bearing, investment grade securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain future earnings, if any, to finance the growth and
development of our business and therefore do not anticipate paying any cash
dividends in the foreseeable future. Any future determination to pay cash
dividends will be at the discretion of our board of directors and will be
dependent on our financial condition, operating results, capital requirements
and such other factors as the board of directors deems relevant.

15
<PAGE>

DILUTION

Our pro forma net tangible book value as of March 31, 2000 was $90.3
million, or $2.58 per share. Pro forma net tangible book value per share
represents the amount of total tangible assets less total liabilities, divided
by the number of shares of common stock outstanding, assuming the conversion of
all outstanding series of preferred stock into common stock. Without taking
into account any other changes in the pro forma net tangible book value after
March 31, 2000, other than to give effect to our receipt of the net proceeds
from the sale of the 7,000,000 shares of common stock in this offering at an
assumed initial public offering price of $13.00 per share, our pro forma net
tangible book value as of March 31, 2000 would have been $173.8 million, or
$4.14 per share. This represents an immediate increase in net tangible book
value of $1.56 per share to existing stockholders and an immediate dilution of
$8.86 per share to new investors. The following table illustrates this per
share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.................... $13.00
Pro forma net tangible book value per share before this offer-
ing............................................................. $2.58
Increase per share attributable to new investors ................ 1.56
-----
Pro forma net tangible book value per share after this offering.... 4.14
------
Dilution per share to new investors................................ $ 8.86
======
</TABLE>

The following table summarizes, on a pro forma basis as of March 31, 2000,
the total number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing
stockholders and by new investors purchasing shares of common stock in this
offering. These amounts assume conversion of all outstanding series of
preferred stock into common stock. The information presented is based upon an
assumed initial public offering price of $13.00 per share, before deducting
estimated underwriting discounts and commissions and estimated offering
expenses of this offering.

<TABLE>
<CAPTION>
Shares Purchased Total Consideration
------------------ -------------------- Average Price
Number Percent Amount Percent Per Share
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders..... 34,954,499 83% $117,795,445 56% $3.37
New investors ............ 7,000,000 17 91,000,000 44 13.00
---------- --- ------------ ---
Total................... 41,954,499 100% $208,795,445 100%
========== === ============ ===
</TABLE>

The table above does not include:

. 1,050,000 shares that may be issued if the underwriters exercise their
option to purchase additional shares in this offering;

. 4,425,176 shares issued in exchange for all outstanding shares of
Contigo capital stock;

. 1,574,831 shares reserved for issuance upon exercise of assumed Contigo
options in connection with the Contigo acquisition;

. 2,884,962 shares that could be issued upon the exercise of options
outstanding as of March 31, 2000 at a weighted average exercise price of
$5.40 per share;

. 572,277 shares that could be issued to Microsoft upon the exercise of a
warrant issued on March 29, 2000 at an exercise price equal to the
lesser of $15.00 per share or the initial public offering price per
share of the shares offered in this prospectus; and

. 82,228 shares that may be issued upon the exercise of additional
warrants outstanding as of March 31, 2000 at a weighted average exercise
price of $2.06 per share.

There will be further dilution to the extent any of these options or
warrants are exercised. Please see "Management--Stock Plans" for a discussion
of our employee benefit plans and "Description of Securities" for a discussion
of our outstanding warrants.

16
<PAGE>

CAPITALIZATION

The following table sets forth our cash and cash equivalents and
capitalization as of March 31, 2000. This information is presented:

. on an actual basis;

. on an as adjusted basis to give effect to:

. the automatic conversion of all outstanding series of preferred
stock into our common stock upon the completion of this offering;
and

. the sale of 7,000,000 shares of common stock offered in this
offering at an assumed initial public offering price of $13.00 per
share (after deducting the estimated underwriting discounts and
offering expenses) and the application of the net proceeds
therefrom;

. on a Contigo acquisition as adjusted basis to also reflect the pro forma
effects of the acquisition of Contigo.

This table should be read together with the "Selected Financial Data,"
"Management's Discussion and Analysis of Financial Condition," and the
financial statements and notes to those statements and "Unaudited Pro Forma
Condensed Combined Financial Infomation" included elsewhere in this prospectus.

<TABLE>
<CAPTION>
March 31, 2000
------------------------------------
Contigo
Acquisition
Actual As Adjusted As Adjusted
------- ----------- -----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Cash and cash equivalents................. $69,623 $153,053 $150,406
======= ======== ========
Long-term debt, less current portion...... $ 1,903 $ 1,903 $ 1,956
------- -------- --------
Redeemable preferred stock:
Series B preferred stock, par value $0.01
per share; 10,635 shares authorized;
10,635 shares outstanding................ 1,064 -- --
Series C preferred stock, par value $0.01
per share; 10,000,000 shares authorized;
9,953,935 shares outstanding............. 10,284 -- --
Series D preferred stock, par value $0.01
per share; 34,000,000 shares authorized;
33,333,333 shares outstanding............ 99,794 -- --
Series E preferred stock, par value $0.01
per share; 3,000,000 shares authorized;
686,813 shares outstanding............... 1,250
Warrants for the purchase of 976,204
shares of redeemable preferred stock..... 4,280 -- --
------- -------- --------
116,672 -- --
------- -------- --------
Stockholders' equity (deficit):
Undesignated preferred stock, 964,365
shares authorized, none outstanding...... -- -- --
Preferred stock, Series A, par value $0.01
per share; 5,025,000 shares authorized
and outstanding.......................... 503 -- --
Common stock, par value $0.0015 per share;
64,666,666 shares authorized; 924,984
shares outstanding (41,954,499 shares as
adjusted and 46,379,675 shares Contigo
acquisition as adjusted)................. 1 63 70
Additional paid-in capital, net of
unearned stock option compensation....... 7,563 208,106 285,136
Accumulated deficit....................... (34,417) (34,417) (34,417)
------- -------- --------
Total stockholders' equity (deficit)...... (26,350) 173,752 250,789
------- -------- --------
Total capitalization...................... $92,225 $175,655 $252,745
======= ======== ========
</TABLE>

17
<PAGE>

The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of March 31, 2000 and does not
include the following:

. 1,050,000 shares that may be issued if the underwriters exercise their
option to purchase additional shares in this offering;

. 1,574,831 shares reserved for issuance upon exercise of assumed Contigo
options in connection with the Contigo acquisition;

. 2,884,962 shares that could be issued upon the exercise of options
outstanding as of March 31, 2000 at a weighted average exercise price of
$5.40 per share;

. 82,228 shares that may be issued upon the exercise of warrants
outstanding as of March 31, 2000 at a weighted average exercise price of
$2.06 per share.

18
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
financial statements and the notes to such statements, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and "Unaudited
Pro Forma Condensed Combined Financial Information" included elsewhere in this
prospectus. The statement of operations data for the period from inception
(April 17, 1997) to December 31, 1997, and the years ended December 31, 1998
and 1999, and the balance sheet data at December 31, 1998 and 1999 are derived
from our financial statements, which have been audited by KPMG LLP, independent
auditors, and are included elsewhere in this prospectus. The balance sheet data
at December 31, 1997 are derived from our financial statements, which have been
audited by KPMG LLP and are not included in this prospectus. The statement of
operations and balance sheet data as of and for the three months ended March
31, 2000 are derived from our unaudited interim financial statements included
elsewhere in this prospectus. Historical results are not necessarily indicative
of the results to be expected in the future.

The statement of operations data displayed in the "Pro Forma Contigo
Acquisition 1999" column for the year ended December 31, 1999 and in the "Pro
Forma Contigo Acquisition 2000" column for the three months ended March 31,
2000 give effect to the Contigo acquisition as if it had taken place on January
1, 1999. The pro forma information is not necessarily indicative of what the
actual financial results would have been had the acquisition taken place on
January 1, 1999 and does not purport to indicate the results of future
operations.

Pro forma basic and diluted loss per share is computed using the weighted
average number of common shares outstanding, including the pro forma effects of
the automatic conversion of all outstanding series of preferred stock into
common stock upon completion of this offering, as if the conversion occurred on
January 1, 1999, or at the date the preferred stock was actually issued, if
later, and is unaudited.

<TABLE>
<CAPTION>
Three Months Ended
Years Ended December 31, March 31,
Period from -------------------------------- -----------------------
Inception Pro Forma Pro forma
(April 17, 1997) Contigo Contigo
to December 31, Acquisition Acquisition
1997 1998 1999 1999 2000 2000
---------------- ------- ---------- ----------- ---------- -----------
(in thousands, except share and per share data)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue................. $ -- $ 675 $ 2,246 $ 5,440 $ 1,859 $ 3,168
Cost of revenue......... 106 796 3,368 3,532 2,654 2,724
------- ------- ---------- ---------- ---------- ----------
Gross profit (loss)..... (106) (121) (1,122) 1,908 (795) 444
------- ------- ---------- ---------- ---------- ----------
Operating expenses:
Sales and marketing... 69 1,804 7,007 8,618 10,914 11,822
Research and
development.......... 363 780 1,006 2,097 1,104 1,678
General and
administrative....... 226 789 1,821 3,181 1,289 1,829
Stock option
compensation
expense.............. -- -- 2,485 3,471 4,181 4,323
Goodwill
amortization......... -- -- -- 26,800 -- 6,700
------- ------- ---------- ---------- ---------- ----------
Total operating
expenses........... 658 3,373 12,319 44,167 17,488 26,352
------- ------- ---------- ---------- ---------- ----------
Loss from
operations......... (764) (3,494) (13,441) (42,259) (18,283) (25,908)
Interest income, net.... 15 221 400 130 935 883
Other income (expense),
net.................... -- 1 (6) (3) -- 1
------- ------- ---------- ---------- ---------- ----------
Net loss............ $ (749) $(3,272) $ (13,047) $ (42,132) $ (17,348) $ (25,024)
Deemed dividend related
to beneficial
conversion feature of
preferred stock........ -- -- 100,000 100,000 1,181 1,181
------- ------- ---------- ---------- ---------- ----------
Net loss attributable to
common stockholders.... $ (749) $(3,272) $ (113,047) $ (142,132) $ (18,529) $ (26,205)
======= ======= ========== ========== ========== ==========
Basic and diluted loss
per share.............. $ (4.42) $(10.29) $ (259.44) $ (29.24) $ (23.23) $ (5.02)
======= ======= ========== ========== ========== ==========
Shares used in computing
loss per share--basic
and diluted............ 169,509 318,082 435,729 4,860,905 797,810 5,222,986
Pro forma basic and
diluted loss per
share.................. $ (0.92) $ (2.26) $ (0.50) $ (0.64)
========== ========== ========== ==========
Shares used in computing
pro forma loss per
share--basic and
diluted................ 14,220,488 18,645,664 34,384,545 38,809,721
</TABLE>

19
<PAGE>

The balance sheet data displayed in the "As Adjusted" column gives effect to
the automatic conversion of all outstanding series of preferred stock into our
common stock upon completion of this offering and the sale of 7,000,000 shares
of common stock offered in this offering at an assumed initial public offering
price of $13.00 per share (after deducting the estimated underwriting discounts
and offering expenses) and the application of the net proceeds. The balance
sheet data displayed in the "Contigo Acquisition as Adjusted" column also
reflects the pro forma effects of the acquisition of Contigo as if it had taken
place on March 31, 2000.

<TABLE>
<CAPTION>
As of December 31, As of March 31,
------------------------- ---------------------------------
Contigo
Acquisition
As Adjusted as Adjusted
1997 1998 1999 2000 2000 2000
------ ------- -------- -------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents............ $ 434 $ 1,222 $ 89,234 $ 69,623 $153,053 $150,406
Investment securities... -- 4,951 -- -- -- --
Working capital......... 335 5,631 79,989 61,677 145,107 141,341
Total assets............ 1,054 8,755 110,408 103,277 186,707 265,421
Long-term debt, less
current portion........ -- -- 2,260 1,903 1,903 1,956
Redeemable convertible
preferred stock and
warrants 1,064 11,347 111,322 116,672 -- --
Total stockholders'
equity (deficit)....... (199) (3,469) (13,932) (26,350) 173,752 250,789
</TABLE>

20
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion and analysis in conjunction with
"Selected Financial Data" and the financial statements and notes to those
statements included elsewhere in this prospectus.

Overview

We offer a suite of Internet communication services that currently consists
of Evoke Webconferencing, Live and On-Demand Evoke Webcasting, Evoke Talking
Email and Evoke Web Talk. We also recently introduced a test version of our
Evoke Mobile Webconferencing service to a limited number of users. We believe
that we offer the broadest range of Internet communication services and that we
are the only provider that offers these services in an integrated manner. We
market our services to large and medium-sized corporations and high growth
Internet-centric businesses through our direct sales force, and to small
businesses, home offices, and personal users through our web site and our
indirect sales channels, including co-branding with leading Internet sites.

Since our inception in April 1997, our primary activities have consisted of
the following:

. assembling an experienced management team;

. creating and expanding our telephony and Internet infrastructure;

. acquiring and integrating various communication technologies;

. developing our various services, including Evoke Webconferencing, Evoke
Webcasting, Evoke Talking Email, Evoke Web Talk and Evoke Mobile
Webconferencing;

. establishing strategic partnerships with leading Internet companies; and

. expanding our direct sales force.

We have incurred losses since commencing operations and as of March 31,
2000, we had an accumulated deficit of $34.4 million. We have not achieved
profitability on a quarterly or annual basis. We intend to invest significantly
in developing our proprietary systems and services, expanding our
infrastructure, building our direct sales force and account development team,
and developing our brand. As a result we expect to continue to incur losses at
least through 2002. The Internet communication services market is new and
evolving and, therefore, we are unable to quantify our competitive position
within the market. We will need to generate significantly higher revenues to
support expected increases in expenses and to achieve and maintain
profitability.

We derive revenue from the sale of our Evoke Webconferencing and Evoke
Webcasting services. We currently use Evoke Talking Email and Evoke Web Talk to
promote brand awareness. At this time, we do not generate revenue from Evoke
Talking Email, Evoke Web Talk or Evoke Mobile Webconferencing during its
testing phase.

. Evoke Webconferencing Revenue. We first recorded revenue from Evoke
Webconferencing in April 1999. Billing for Evoke Webconferencing is
based upon the actual time that each participant is logged onto the
conference. Similarly, a customer is charged a per-minute, per-user fee
for each participant listening and viewing a live or recorded web cast.
In addition, we charge customers a one-time fee to upload visuals for a
web conference or a recorded web cast. We recognize revenue on our Evoke
Webconferencing services as soon as a call or web cast is completed.

. Evoke Webcasting Revenue. We first recorded revenue from our Evoke
Webcasting services in January 1998. Prices and specific service terms
are usually negotiated in advance of service delivery. We recognize
revenue from live event streaming when the content is broadcast over the
Internet. We recognize revenue from encoding recorded content when the
content becomes available for viewing over the Internet. We recognize
revenue from pre-recorded content hosting ratably over the hosting
period.

21
<PAGE>

Our cost of revenue consists primarily of telecommunication expenses,
depreciation charges, Internet access fees, compensation and benefits for
operations personnel and allocated overhead. Our telecommunication expenses are
variable and directly correlate to the use of our services. Our depreciation,
Internet access and compensation expenses generally increase as we increase our
capacity and build our infrastructure. We expect to see significant increases
in depreciation and Internet access expense as we continue to build our
infrastructure in anticipation of increased demand for our services. Our
strategic partners and affiliates are paid commissions on revenue generated by
users who access our services through their web sites. We expect to incur
increasing commission expenses in connection with our affiliate program and
strategic partnerships as these programs increase in scope.

We incur sales and marketing expenses that consist primarily of the salaries
and benefits of our sales and marketing personnel, commissions, consulting
fees, tradeshow expenses, advertising, marketing expenses and allocated
overhead. We intend to substantially increase our sales and marketing
expenditures as we expand strategic partnerships, add sales and marketing
personnel and increase marketing programs. In connection with our strategic
partnerships with Excite@Home and Lycos, we will purchase a significant amount
of our advertising and other media services from Excite@Home and Lycos and
their respective affiliates under separate agreements with each partner. We
intend to enter into additional strategic partnerships that may involve
additional sales and marketing expenses.

We incur research and development expenses that consist primarily of
salaries and benefits for research and development personnel, consulting fees
and allocated overhead. We expense research and development costs as they are
incurred, except for certain capitalized costs associated with internally
developed software. We expect to continue to make substantial investments in
research and development and anticipate that these expenses will continue to
increase.

We incur general and administrative expenses that consist primarily of
expenses for finance, human resources, office operations, administrative and
general management activities, including legal, accounting and other
professional fees, travel expenses and other general corporate expenses. We
expect increases in general and administrative expenses as we expand executive
management, finance, human resources and other administrative functions
required to support operations and incur the costs associated with being a
publicly-held company.

Since our inception, we have used stock based compensation for employees and
members of our board of directors to attract and retain strong business and
technical personnel. During 1999, we recorded deferred stock option
compensation of $11.8 million and expensed $2.5 million related to stock based
compensation. During the three months ended March 31, 2000, we recorded
deferred compensation of $7.6 million and expensed $4.2 million related to
stock based compensation. These amounts are based on the excess of the fair
value of our common stock on the date of grant or sale over the option exercise
price or stock purchase price. Compensation expense related to stock options is
amortized over the vesting period of the options, which range from one to four
years.

Contigo Acquisition

On June 16, 2000, we acquired Contigo Software, Inc. Contigo offers advanced
web collaboration tools, enabling real-time interaction among business
customers in a web conference. Contigo is based in San Diego, California, with
approximately 50 employees.

We issued 4,425,176 shares of our common stock and paid $6.1 million in cash
in exchange for all outstanding shares of Contigo capital stock and reserved
1,574,831 shares for issuance upon the exercise of Contigo options we assumed
in connection with the acquisition. We will account for the acquisition using
the purchase method of accounting. Accordingly, we will record $80.1 million of
goodwill in the quarter ending June 30, 2000 that will significantly reduce our
earnings and profitability for the foreseeable future. This goodwill will be
amortized over a three year period. To the extent we do not generate sufficient
cash flow to recover the amount of the investment recorded, the investment may
be considered impaired and could be subject to earlier write-off. We further
expect our general and administrative expenses to increase due to the
associated increase in personnel and expenses related to the integration of
Contigo's operations with our operations.

22
<PAGE>

Since its inception in 1996, Contigo has incurred significant operating
losses. During the year ended December 31, 1999, Contigo recorded total revenue
of $3.2 million, and recorded a net loss of $1.9 million. During this time, one
customer, Telepost, accounted for 50% of Contigo's revenues. During the three
months ended March 31, 2000, Contigo recorded total revenue of $1.3 million,
and recorded a net loss of $0.9 million. During this time revenues from
Telepost were not significant. During 1999, Contigo incurred total operating
expenses of $5.2 million, which consisted primarily of selling and marketing,
general and administrative and research and development expenses. During the
three months ended March 31, 2000, Contigo incurred total operating expenses of
$2.2 million. At December 31, 1999, Contigo had working capital of $3.0 million
and a total accumulated deficit of $4.8 million. At March 31, 2000, Contigo had
working capital of $2.8 million and a total accumulated deficit of $5.8
million. Due to the risks, difficulties and uncertainties surrounding the
integration of Contigo into our business, we do not expect Contigo's historical
financial results to be indicative of Contigo's future financial results.

Results of Operations

Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999

Revenue. Our revenue increased $1.6 million from $0.2 million for the three-
month period ended March 31, 1999 to $1.8 million for the three-month period
ended March 31, 2000. The increase was primarily due to increased use of Evoke
Webconferencing since its launch in April 1999 and the increased use of our
Evoke Webcasting services. Microsoft accounted for 12% of our revenue in the
three months ended March 31, 2000.

Cost of Revenue. Cost of revenue increased $2.2 million from $0.5 million
for the three-month period ended March 31, 1999 to $2.7 million for the three-
month period ended March 31, 2000. Depreciation expense increased $1.1 million
as we built out our data operation centers in both Boulder and Louisville,
Colorado. Telecommunication costs and Internet access costs increased $0.9
million as we incurred phone charges consistent with the launch of Evoke
Webconferencing and also increased our Internet access to accommodate
additional growth in our business.

Sales and Marketing. Sales and marketing expense increased $9.9 million from
$1.0 million for the three-month period ended March 31, 1999 to $10.9 million
for the three-month period ended March 31, 2000. The increase was primarily due
to increases in advertising and promotion as we focused on creating brand
awareness and launching Evoke Webconferencing and increases in public relations
as we increased our media coverage. The balance of the increase is primarily
attributable to additional sales, marketing and business development personnel
that we hired to expand our sales and distribution network.

Research and Development. Research and development expense increased $1.0
million from $0.1 million for the three-month period ended March 31, 1999 to
$1.1 million for the three-month period ended March 31, 2000. The increase was
associated with new hires and related benefits.

General and Administrative. General and administrative expense increased
$1.0 million from $0.3 million for the three-month period ended March 31, 1999
to $1.3 million for the three-month period ended March 31, 2000. The increase
was primarily due to an increase in professional fees and an increase in
compensation expense. General and administrative expenses are expected to
continue to increase as we support a larger employee base, increased goodwill
amortization expense and the requirements of being a public company.

Stock Based Compensation Expense. Stock based compensation expense increased
$3.8 million from $0.4 million for the three-month period ended March 31, 1999
to $4.2 million for the three-month period ended March 31, 2000. In the three-
month period ended March 31, 2000, options were granted at less than the
estimated initial public offering price resulting in deferred compensation of
$7.6 million, which is being recognized over vesting periods ranging from three
to four years. In addition, stock purchase rights were granted for the purchase
of 352,000 shares of common stock with exercise prices below the estimated
initial public offering price, resulting in compensation expense in the first
quarter of $3.1 million.

23
<PAGE>

Interest Income (Expense). Interest income increased $1.0 million from $0.1
million for the three-month period ended March 31, 1999 to $1.1 million for the
three-month period ended March 31, 2000. The increase was primarily related to
income earned on the $100 million we raised in venture capital financing in the
fourth quarter of 1999. Interest expense increased $0.1 million for the three-
month period ended March 31, 2000 compared with the three-month period ended
March 31, 1999 as a result of an increase in our debt.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Revenue. Revenue increased $1.5 million from $0.7 million in 1998 to $2.2
million in 1999. The increase was primarily due to the introduction of Evoke
Webconferencing and the increased use of Evoke Webcasting. In 1999, Microsoft
accounted for 21% and Cisco Systems accounted for 9% of our revenue.

Cost of Revenue. Cost of revenue increased $2.6 million from $0.8 million in
1998 to $3.4 million in 1999. Depreciation and amortization expense increased
$1.3 million as we built out our data operation centers in both Boulder and
Louisville, Colorado. Telecommunication and Internet access costs increased
$0.9 million as we incurred telephony expenses consistent with the launch of
Evoke Webconferencing and also increased our Internet access to accommodate
additional growth in our business.

Sales and Marketing. Sales and marketing expense increased $5.2 million from
$1.8 million in 1998 to $7.0 million in 1999. This increase was primarily
attributable to additional sales, marketing and business development personnel
that we hired to expand our sales and distribution network and an increase in
advertising and promotion, as we focused on creating brand awareness and
launching Evoke Webconferencing.

Research and Development. Research and development expense increased $0.2
million from $0.8 million in 1998 to $1.0 million in 1999. The increase was
associated with new hires and related benefits. Additionally, we capitalized
$0.2 million of costs associated with our development of internal software.

General and Administrative. General and administrative expense increased
$1.0 million from $0.8 million in 1998 to $1.8 million in 1999. The increase
was primarily due to a $0.4 million increase in compensation expense. General
and administrative expenses are expected to continue to increase as we support
a larger employee base and the requirements of being a public company.

Stock Based Compensation Expense. Stock based compensation expense was $2.5
million in 1999. In 1999, options were granted with exercise prices less than
the estimated initial public offering price resulting in a charge to unearned
stock option compensation of $11.8 million, which is being expensed over the
vesting period of the options.

Other Income (Expense). Interest income increased $0.5 million, from $0.2
million in 1998 to $0.7 million in 1999. The increase was primarily related to
income earned on the $100 million we raised in venture capital financing in the
fourth quarter of 1999. Interest expense increased $0.3 million in 1999 as a
result of an increase in our debt in 1999.

Year Ended December 31, 1998 Compared to Period from Inception (April 1, 1997)
to December 31, 1997

Revenue. Revenue increased to $0.7 million in 1998. We did not record any
revenue in the period from inception to December 31, 1997. The increase in
revenue was due to the introduction of our Evoke Webcasting services. In 1998,
Cisco Systems accounted for 52% and Microsoft accounted for 19% of our
revenues.

Cost of Revenue. Cost of revenue increased $0.7 million from $0.1 million in
the period from inception to December 31, 1997 to $0.8 million in 1998. The
increase was due to increases in compensation expense, depreciation expense and
Internet access fees.

24
<PAGE>

Sales and Marketing. Sales and marketing expense increased $1.7 million from
$0.1 million in the period from inception to December 31, 1997 to $1.8 million
in 1998. The increase was due to expanding the sales and marketing department
as we moved beyond the development stage and increased salaries and other
personnel costs and marketing expenses, such as public relations and trade
shows.

Research and Development. Research and development expense increased $0.4
million from $0.4 million in the period from inception to December 31, 1997 to
$0.8 million in 1998. The increase was primarily due to increased salaries and
other personnel costs as we expanded our operations in 1998.

General and Administrative. General and administrative expense increased
$0.6 million from $0.2 million in the period from inception to December 31,
1997 to $0.8 million in 1998. The increase was due to increased personnel
costs, occupancy and other general office costs in 1998 as we expanded our
business beyond the development stage.

Other Income (Expense). Interest income increased $0.2 million in 1998
primarily related to income earned on the $10.4 million we raised in our Series
C Preferred Stock financing round.

Income Taxes

We use the asset and liability method of accounting for income taxes as
prescribed by Statement of Financial Accounting Standard No. 109, Accounting
for Income Taxes. At December 31, 1999, we had a net operating loss
carryforward for federal income tax purposes of approximately $15.1 million,
which is available to offset future taxable income, if any, through 2019. We
believe the utilization of the carryforwards may be limited by Internal Revenue
Code Section 382 relating to certain changes in ownership that occurred in 1998
and 1999 and that may occur as a result of this offering. We have not recorded
a deferred tax benefit for the net operating loss carryforward.

Quarterly Results of Operations

The following table sets forth our historical unaudited quarterly
information for our most recent five quarters. This quarterly information has
been prepared on a basis consistent with our audited financial statements and,
we believe, includes all normal recurring adjustments necessary for a fair
presentation of the information shown.

<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------------------------
March 31, June 30, September 30, December 31, March 31,
1999 1999 1999 1999 2000
--------- -------- ------------- ------------ ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenue................. $ 220 $ 414 $ 589 $ 1,023 $ 1,859
Cost of revenue......... 487 702 676 1,503 2,654
------- ------- ------- ------- --------
Gross profit (loss)..... (267) (288) (87) (480) (795)
------- ------- ------- ------- --------
Operating expenses:
Sales and marketing... 1,047 906 1,356 3,698 10,914
Research and
development.......... 148 152 216 490 1,104
General and
administrative ...... 256 342 430 794 1,289
Stock option
compensation
expense.............. 410 71 668 1,335 4,181
------- ------- ------- ------- --------
Total operating
expenses........... 1,861 1,471 2,670 6,317 17,488
------- ------- ------- ------- --------
Loss from
operations......... (2,128) (1,759) (2,757) (6,797) (18,283)
Interest income
(expense) and other,
net.................... 48 (23) (49) 418 935
------- ------- ------- ------- --------
Net loss................ $(2,080) $(1,782) $(2,806) $(6,379) $(17,348)
======= ======= ======= ======= ========
</TABLE>

25
<PAGE>

As a result of our limited operating history and the rapidly changing nature
of the markets in which we compete, our operating results have varied
significantly from period to period in the past and are likely to continue to
vary significantly in future periods. For example, we expect our results will
fluctuate based on seasonal sales patterns. Accordingly, our operating results
are difficult to predict. For these reasons, you should not rely on period-to-
period comparisons of our financial results as indications of future
performance. Our prospects must be considered in light of the risks, costs and
difficulties frequently encountered by growing companies in new and rapidly
evolving markets, such as the markets for web conferencing, collaboration and
streaming services.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily from sales of our
preferred stock and, to a lesser extent, proceeds from loans. Net cash used by
operating activities was $0.6 million in 1997, $3.0 million in 1998, $6.2
million in 1999 and $14.0 million in the three months ended March 31, 2000.

In 1999, we incurred depreciation and amortization expense of $1.6 million,
consisting primarily of depreciation of equipment, purchased software and
furniture and amortization of leasehold improvements. During the three months
ended March 31, 2000, we incurred depreciation and amortization expense of
$1.4 million. Fixed assets are recorded at cost and depreciated over the
estimated useful lives of the assets which range from three to ten years. The
depreciation and amortization expense was primarily due to the purchase of
$18.9 million of computer hardware and software, office equipment, furniture,
fixtures and leasehold improvements as we built out our data operation centers
in both Louisville and Boulder, Colorado.

Net cash used by investing activities was $0.6 million in 1997, $6.5 million
in 1998, $9.3 million in 1999 and $11.0 million in the three months ended March
31, 2000. In each period, net cash used by investing activities related
primarily to capital expenditures for equipment and software used in our data
operations center from which we operate our Internet communication platform and
net purchases and sales of investments. In March 2000 we also used $2.0 million
to exercise a warrant for 1,000,000 shares of Series B preferred stock of
AudioTalk Networks.

Net cash provided by financing activities was $1.6 million in 1997, $10.3
million in 1998, $103.5 million in 1999 and $5.4 million in the three months
ended March 31, 2000. In each period, proceeds from the sale of preferred stock
were the primary source of the net cash provided by financing activities.
Specifically, we issued $10.4 million of our Series C preferred stock in 1998,
$100.0 million of our Series D preferred stock in 1999 and $5.0 million of our
Series E preferred stock in March 2000.

In 1999, we also entered into agreements to borrow approximately $4.5
million. As of March 31, 2000, we had approximately $3.3 million in total debt
obligations outstanding, of which approximately $1.4 million was current. In
connection with our entering into these loan agreements, we issued to the
lenders warrants to purchase 101,564 shares of our preferred stock, which will
convert into warrants to purchase 67,709 shares of common stock upon the
completion of this offering. The aggregate fair value of the warrants was
$180,000.

We also receive funds from time to time from the exercise of options or
similar rights to purchase shares of our common stock. We have no other
material external sources of liquidity.

At March 31, 2000, we had $69.6 million in cash and cash equivalents. We
plan to increase our general level of spending in the future and plan to expend
significant resources on capital expenditures in 2000 for equipment, software,
furniture and leasehold improvements. As of March 31, 2000, our purchase
commitments, including software licenses and sales and marketing expenses,
totaled $18.6 million. In April 2000, we committed an additional $16.0 million
for advertising and other media services.

In connection with the Contigo acquisition, we paid to certain preferred
shareholders of Contigo approximately $1.1 million in respect of a liquidation
preference. In addition, we paid approximately $5.0

26
<PAGE>

million to satisfy an obligation of Contigo to one of its founders arising in
connection with the acquisition. We may also be obligated to pay up to an
additional $1.0 million for specified tax obligations, if assessed, in
connection with this $5.0 million payment. We funded the cash payments required
in connection with this acquisition from our working capital.

We expect that existing cash resources and the net proceeds of this offering
will be sufficient to fund our anticipated working capital and capital
expenditure needs for at least the next twelve months. Thereafter, we may
require additional funds to support our working capital requirements or for
other purposes. If we are not successful in raising capital when we need it and
on terms acceptable to us, it could harm our business.

Quantitative and Qualitative Disclosures About Market Risk

At March 31, 2000, we had long term debt, including current portion, in the
aggregate amount of $3.3 million with interest rates ranging from 7.41% to
13.33% with payments due through 2004. We may incur additional debt in the
future. A change in interest rates would not affect our obligations related to
long-term debt existing as of March 31, 2000, as the interest payments related
to that debt are fixed over the term of the debt. Increases in interest rates
could, however, increase the interest expense associated with future
borrowings. Additionally, we may invest a portion of the net proceeds from this
offering in short-term investments. The value of these investments may decline
as a result of changes in equity markets and interest rates.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which is effective, as amended, for all fiscal
quarters of fiscal years beginning after June 15, 2000. This statement
establishes accounting and reporting standards for derivative instruments,
including some derivative instruments embedded in other contracts, and for
hedging securities. To the extent we begin to enter into such transactions in
the future, we will adopt the statement's accounting and disclosure
requirements in our financial statements for the year ending December 31, 2000.

27
<PAGE>

BUSINESS

Overview

We provide Internet communication services that allow users to communicate
and exchange voice, video and visuals in a simple, cost-effective manner
through web-based applications and technologies. We believe that we offer the
broadest range of Internet communication services and that we are the only
provider that offers these services in an integrated manner. We offer business-
to-business communication services based on our proprietary systems that
integrate traditional telephony technology with powerful streaming media and
web collaboration tools. Our suite of application services currently consists
of our flagship Evoke Webconferencing service, live and on-demand streaming
through our Evoke Webcasting services, voice-to-email messaging through our
Evoke Talking Email service and live voice and text exchanges among
participants through Evoke Web Talk. With Evoke Webconferencing and Evoke
Webcasting, users initiate, control and monitor live and recorded one-to-one,
one-to-many and many-to-many communication events including business meetings,
sales presentations, employee training sessions and team strategy sessions. We
also recently introduced a test version of Evoke Mobile Webconferencing, which
allows users to initiate a web conference, operate web conference controls and
begin a web cast using a wireless handheld device. Our proprietary automated
systems allow Evoke Webconferencing users to instantly establish a meeting
without operator intervention, join participants on the phone and web to share
visuals and present the event as a live or recorded web cast. We market these
services to large and medium-sized corporations and high growth Internet-
centric companies through our direct sales force. We also partner with leading
Internet sites, such as Excite@Home, Blue Mountain Arts and Lycos, to offer our
proprietary systems as co-branded services to extend our reach to small
businesses, home offices and consumers. The Internet communication services
market is new and evolving and, therefore, we are unable to quantify our
competitive position within the market.

We were incorporated in Delaware in April 1997. We first recorded revenues
in 1998, but have incurred net losses since inception. We began offering our
flagship service, Evoke Webconferencing, in April 1999. Since our inception in
April 1997, we have raised approximately $120 million from strategic and
venture capital investors including Centennial Ventures, EMC, Excite@Home,
Highland Capital Partners, GE Capital, Microsoft, Panasonic, Pequot Capital,
SOFTBANK Technology Ventures and Vivendi. Through June 20, 2000, we provided
Evoke Webconferencing and Evoke Webcasting services to approximately 1,450
business customers including Cisco Systems, Excite@Home, MessageMedia,
Microsoft and Wells Fargo Bank.

Market Opportunity

The Internet has emerged as a global medium for communication and commerce,
enabling millions of individuals to communicate and conduct business
electronically. Recent advances in voice over the Internet, streaming media,
wireless application and content delivery technologies, as well as an improved
Internet infrastructure, are contributing to the rapid evolution of the
Internet into a dynamic communication medium that combines voice, video and
visuals. According to International Data Corporation, the Internet telephony
market is expected to grow from approximately $500 million in 1999 to
approximately $12 billion in 2003. The Internet telephony market includes
Internet long distance, voice-enabled e-commerce applications such as web
conferencing, and other enhanced services. Businesses seek to utilize the
capabilities of the Internet to increase the efficiency of operations and
enhance business interactions. The demand for Internet communication services
is driven by the increasing globalization of operations, geographically-
dispersed work teams, shared decision making, accelerated workforce training
and increasing pressure to reduce operating costs. In addition, companies need
simple and cost-effective services that facilitate the numerous ways businesses
and their employees, customers and partners communicate and share information.

Traditional Conferencing Services. In order to develop and maintain business
relationships and expedite decision-making, companies have historically relied
on in-person meetings and traditional conferencing

28
<PAGE>

technologies, such as telephone and video conferencing. The time and expense
associated with business travel limit the frequency of in-person meetings and
the associated opportunities to strengthen relationships and increase
productivity. Traditional conferencing solutions often require advance
scheduling, multiple operator interventions and, in some cases, the purchase of
specialized software or equipment. Furthermore, current conferencing solutions
generally do not incorporate the dynamic power and capabilities of the Internet
to exchange voice, video and visuals. As a result, traditional conferencing
solutions do not provide the same level of interaction as in-person meetings,
and, therefore, their applications are limited.

Collaboration Services. Collaboration services enhance business
communication through applications that facilitate interaction among
participants, such as text chat, shared visuals, whiteboarding and web touring.
International Data Corporation estimates that the two-way multimedia
interaction segment of the collaborative services and support technologies
market will grow from $2.1 billion in 1999 to $19.2 billion in 2003. However,
most current collaboration applications require a complex, proprietary software
interface that is not available to all users. Industry analysts cite product
complexity and the lack of a universal interface as major obstacles to the
broader adoption of collaboration tools for Internet communication. In
addition, these emerging web collaboration services are not fully integrated
with existing communication technologies, such as teleconferencing, further
limiting user adoption.

Streaming Services. Streaming services enable businesses to communicate
simultaneously with thousands of viewers through the delivery of live and
recorded voice, video and visuals via the Internet. PEREY Research & Consulting
estimates that the U.S. market for managed video services, including all
segments of a multimedia delivery system necessary to deliver streaming,
broadcast and interactive video sessions, will grow from $6.6 billion in 1999
to $22 billion by 2003. The cost and complexity of current streaming services
has limited the widespread adoption of this technology. Furthermore, providers
of web and satellite broadcasts generally do not offer personalization and
interactivity with broadcast participants.

Need for Integrated Communication Services. Existing providers of standalone
teleconferencing, web collaboration and streaming services each address a
discrete segment of the Internet communication services market. By failing to
combine these technologies with others around a common interface to create a
simple, cost-effective, reliable communication tool, these standalone providers
limit the use and broader adoption of their products and services. We believe
there is a significant opportunity for an integrated Internet communication
solution to capitalize on the anticipated growth in demand for business-to-
business Internet communication services.

Our Solution

We have developed an integrated solution that allows users to communicate
and exchange voice, video and visuals in a simple, cost-effective manner
through web-based applications and technologies. We currently offer four
services, Evoke Webconferencing, Evoke Webcasting, Evoke Web Talk and Evoke
Talking Email. We also recently introduced a test version of our Evoke Mobile
Webconferencing service to a limited number of users. Each of these services
integrates emerging communication technologies, such as web collaboration, web
conferencing and streaming media, with traditional telephony and other
communication technologies. We also offer our proprietary systems to our
strategic partners as co-branded services that power business and consumer
communication events over the Internet. The key benefits of our solution
include:

Easy-to-Use, Powerful Communication Tools. Our services offer simple yet
powerful functions to appeal to the broadest customer base. They are generally
designed to reflect input received from customer feedback and focus groups.
Users of our services can initiate and control their communication experience
via a standard web browser. Our services do not require the implementation of
specialized hardware or software, other than a standard media player and a
sound card. Accordingly, most Internet users can use our services even if they
are behind a corporate firewall. Through the click of a mouse a user can record
an Evoke Webconference engaging multiple servers on our Internet and telephony
networks.

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Enhanced Functionality. Our communication services leverage the power of the
Internet to increase a user's flexibility, interactivity and control as
compared to more traditional methods of communication. Our proprietary systems
provide the flexibility to execute many communication events, including voice-
to-email messages, collaborative presentations with multiple phone and web
participants and live or recorded web cast presentations to thousands of
viewers online. An Evoke Webconferencing user, for example, has the ability to
record a voice and visual presentation, store the presentation, distribute it
via email to a wide group and play back the presentation using advanced, yet
easy-to-use, streaming technologies. Our systems also enable the user to
control participant access and monitor participant behavior on the Internet for
each communication event. For example, users can call and add participants,
mute individuals or the whole group, disconnect participants, lock the
conference once all participants have joined, and view lists of both phone and
web participants. We provide our customers with real-time information, such as
the number and identity of participants and the length of their participation,
which is valuable for corporate training events and business meetings.

Automated Services. Most of our services are fully automated and require no
human intervention, although customer support is available upon request. In the
first quarter of 2000, our Evoke Webconferencing service averaged one human
interaction per 140 communication events. In comparison, most competitive
service offerings require at least two human interactions for each
communication event, such as an advance reservation and operator assistance.
Our automated services allow us to handle high user volume, reduce human error
and ultimately make the service easier to use, more reliable and cost-effective
for our customers. Our billing system is e-commerce enabled and can
automatically charge a user after every Evoke Webconference. Additionally,
Evoke Webconferencing customers are automatically emailed an activity summary
after every communication event. We believe that the automation of our services
provides us with a structural cost advantage over our competitors.

Significant Cost Saving Opportunities and Enhanced Productivity. Our
services enable our business customers to achieve significant cost savings by
reducing the need for expensive and time consuming business travel or the
purchase of complex and specialized software or equipment. We believe our
customers can increase the quality and frequency of their business meetings and
sales presentations using Evoke Webconferencing, thereby increasing
productivity and strengthening business relationships. Additionally, business
customers using our Live or On-Demand Evoke Webcasting services can train their
employees more efficiently and cost-effectively than they could with in-person
meetings or other traditional conferencing solutions.

Reliable and Scalable Infrastructure. Since our services integrate
traditional telephony technology with Internet communication technologies, we
have designed our infrastructure to meet stringent telecommunication-grade
reliability requirements. By designing our infrastructure in such a reliable
fashion, our customers are able to depend on our services for their critical
communication needs. We host our proprietary systems and services on our own
servers located in our highly fault-tolerant data facilities. Our systems are
designed with large-scale capacity to meet the varying communication needs of
our customers. We have implemented alternative back-up systems to support the
critical elements of our infrastructure, thereby minimizing service outages.
Our dynamic load balancing systems, which allow us to evenly distribute traffic
across hundreds of Internet communication servers and telephony switches,
enable us to increase capacity and meet growing customer demand.

Strategy

Our objective is to become a global leader in Internet communication
services by developing a broad range of services to meet the diverse
communication needs of businesses and consumers. To achieve this objective, we
have developed the following strategies:

Leverage Proprietary Systems to Quickly Develop Innovative Services. Over
the last three years, we have invested substantial resources to develop
proprietary systems and applications that integrate disparate telephony and
Internet communication technologies. Our approach to building applications
allows us to effectively leverage our existing infrastructure, technologies and
proprietary systems to accommodate changes in the marketplace. We believe this
gives us a significant competitive advantage by allowing us to quickly and

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reliably develop new services and improve upon our existing services. As new
technologies emerge, we intend to integrate them into our services by utilizing
our underlying proprietary systems.

Aggressively Market Through Multiple Distribution Channels. We intend to
aggressively market our services through multiple distribution channels:

. Direct sales--Our direct sales force targets large and medium-sized
businesses and high-growth, Internet-centric companies.

. Co-branding--We intend to partner with additional leading Internet
companies to offer our proprietary systems as co-branded services to
extend our reach to small businesses, home offices and millions of
consumers.

. Affiliate programs--We have over 5,600 affiliates who receive a
commission for selling our services through their web sites.

. Indirect sales--We partner with resellers and third party technology
providers to resell our services.

Our sales strategy is reinforced by the viral nature of our services. New
users are exposed to our services through their participation in an Evoke
Webconference or by receiving an Evoke Talking Email.

Migrate Users to More Sophisticated Services. Our current services range
from simple voice-to-email messaging to advanced web conferencing. We intend to
attract users with our basic services and migrate them to more advanced web-
based services as their communication needs and levels of sophistication
change. Additionally, our account development group tracks the usage patterns
of our user base to identify opportunities to convert inactive users into
active users.

Increase Brand Awareness. We intend to establish Evoke as a leading Internet
communication services brand. We expect to invest in the promotion of our brand
through Internet, print and broadcast advertising. We also plan to form
additional strategic partnerships with leading Internet companies to offer co-
branded services. These co-branded services would provide us with access to
millions of potential users at a significantly lower cost than we could achieve
through traditional marketing programs.

Aggressively Expand Our Infrastructure and Capacity. Our current technology
platform integrates telephony and Internet services to support thousands of
simultaneous communication events. We plan to aggressively expand our
telephony, Internet and hardware infrastructure and capacity in advance of
customer demand and in anticipation of new service offerings. This strategy
will enable our sales and business development staff to rapidly grow our
customer and strategic partner base without the constraints of operational
limitations. In addition, by maintaining redundant systems, we minimize the
likelihood of a service outage that could adversely impact our customer base.

Expand through Acquisitions and International Joint Ventures. We intend to
pursue acquisitions of complementary businesses, technologies, services or
products to expand our leadership position in the Internet communication
services market. We also believe there are significant international market
opportunities for our services. We plan to enter these markets through
strategic joint ventures with international partners that can provide us with
experience, resources and a local presence to develop and market our services
in foreign countries. Recently, we formed a European joint venture with @viso
Limited, a European-based venture capital firm, to expand our operations into
Continental Europe and the United Kingdom.

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Strategic Partnerships

We have entered into several strategic partnerships to strengthen our brand
awareness and broaden our customer base. Our strategic partners include:

William Morris Agency. In June 2000, we entered into a strategic
partnership with William Morris Agency, a literary and talent agency with
offices located in Beverly Hills, New York, Nashville and London, to
exclusively promote the use of our services. In connection with this
relationship we will pay William Morris Agency a monthly consulting fee and
have issued a warrant to purchase 10,000 shares of our common stock at the
initial public offering price.

@viso Limited. In June 2000, we entered into a European joint venture with
@viso Limited, a European-based venture capital firm owned by a SOFTBANK
Corporation affiliate and Vivendi Corporation. Through this joint venture, we
have established a majority-owned subsidiary that will deploy our services in
Continental Europe and the United Kingdom. Our subsidiary commenced operations
in June 2000 with the launch of web conferencing in France. Additionally,
Vivendi's telecommunications subsidiary, Cegetel, will resell the joint
venture's web conferencing services in France. We cannot currently assess the
financial significance of this joint venture.

Lycos, Inc. In April 2000, we entered into a strategic partnership with
Lycos. According to Media Metrix, the Lycos portfolio of Internet web sites, or
the Lycos Network, averaged 29 million unique users over the last six months of
1999. Under the terms of the partnership, we are the exclusive service provider
of web conferencing, web collaboration and voice chat services for the Lycos
Network. Lycos will offer a co-branded version of Evoke Webconferencing and
Evoke Webcasting to its users. Lycos will also offer our voice chat service,
Evoke Web Talk, across the Lycos Network. The Lycos Network shares a portion of
our revenue for the sale of our services through its web sites. In turn, we
share a portion of the revenue from the sale of advertising on co-branded web
site pages on the Lycos Network. Although we have not yet derived any revenue
from our relationship with Lycos, we believe this partnership will provide us
with access to a much broader customer base, including small offices, home
offices and individual users. This partnership has a term of two years, over
which time we will purchase a significant amount of advertising and other media
services from the Lycos Network and its affiliates.

Microsoft Corporation. In connection with its investment in our company in
March 2000, we entered into a strategic partnership with Microsoft to promote
the increased use of our services in conjunction with Windows Media Player, a
standard media player offered by Microsoft. Under the terms of this
relationship, we receive access to Microsoft's streaming media software,
developmental support for our current and future streaming media services and
subsidies that help pay for third-party use of our streaming services using
Microsoft's streaming media player. In exchange, we have designated Microsoft's
streaming media technology as our preferred streaming media format.

Blue Mountain Arts. Since November 1999, we have enabled Blue Mountain Arts
to provide Evoke Talking Email as a free co-branded component of their
electronic greeting cards to enhance the user experience. We do not derive any
revenue through our relationship with Blue Mountain Arts. According to Media
Metrix, www.bluemountain.com averaged 12 million unique users per month over
the last six months of 1999. Our agreement has a one-year initial term and
grants us the right to provide at least 75% of Blue Mountain Arts' voice-to-
email messaging services. Blue Mountain Arts was acquired by Excite@Home in
December 1999.

Excite@Home. In November 1999, we entered into a strategic partnership with
Excite@Home in connection with their investment in our company. According to
Media Metrix, www.excite.com averaged 14 million unique users per month over
the last six months of 1999. Under the terms of the partnership, we are the
exclusive service provider of conferencing, collaboration and streaming
services for Excite@Home's business portal subsidiary, Work.com, to whom
Excite@Home may assign portions of this agreement. Work.com offers a co-branded
version of Evoke Webconferencing. Excite@Home shares a portion of our revenue
for the sale of

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our services through this site. Excite@Home will also offer our voice-to-email
messaging service, Evoke Talking Email, across several major segments of their
web properties including their web-based email, personals, clubs and discussion
groups. Although we have not yet derived any revenue from our partnership with
Excite@Home, we believe this partnership will provide us with access to a much
broader customer base, including small offices, home offices and individual
users. This partnership has a term of two years, over which time we will
purchase a significant amount of our advertising and other media services from
Excite@Home and its affiliates.

In addition, we have entered into agreements with various companies that
allow them to resell our Internet communication services through their web
sites, co-branded web sites or include our services in their product offerings.
Generally, we share the revenue received from these sales of our services with
the reseller. Current resale partners include, among others, Computer Town,
Cypress Communications, Everest Broadband, OfficeClick.com, OfficeMax.com, and
PeoplePC.

Current Service Offerings

Evoke Webconferencing

Our flagship service, Evoke Webconferencing, is an automated web
conferencing service that combines the power, reach and visual support of the
web with the reliability and universal availability of traditional telephone
conferencing services. We offer Evoke Webconferencing users competitively
priced services with superior functionality and reliability to support their
daily communication requirements. Our Evoke Webconferencing services range from
web conferencing and web casts to traditional teleconferences and allow up to
three types of participants:

. phone only participants who listen and talk via the phone;

. phone and web participants who listen and talk via the phone and view
visuals and interact via a web browser; and

. web only participants who listen via streaming audio, and view visuals
and interact via a web browser.

We charge Evoke Webconferencing customers a per-minute fee based on each
phone participant's actual time on the conference. Similarly, a customer is
charged a per-minute fee for each web participant listening to and viewing a
live or recorded web cast. Additionally, customers are charged a one-time fee
to upload visuals for a web conference or a recorded web cast. Evoke
Webconferencing offers users the following benefits:

. Instant Automated Access. Users can initiate a conference at any time.
Each user receives a unique conference ID and PIN number. To establish a
conference, a user simply gives their participants our web address and
toll-free telephone number and their conference ID number. No
reservation or operator assistance is required for conferences with less
than 95 phone only participants, although operator assistance is
available upon request. In the first quarter of 2000, our Evoke
Webconferencing service averaged approximately one operator interaction
per 140 conferences. By removing the reservation and operator-intensive
process of traditional conferencing services, Evoke Webconferencing
gives users complete control of their communication event.

. Enhanced Functionality through Web-Enabled Interface. Evoke
Webconferencing users perform standard conference functions via Evoke
Webconferencing's web interface. They can call and add participants,
mute individuals or the whole group, disconnect participants, lock the
conference once all participants have joined, and view lists of both
phone and web participants. Immediately after their conference has
ended, users receive an email summary outlining their conference
activity and receive a link to view Evoke Webconferencing's online
reporting, which can be customized for each customer's requirements.

. Shared Online Visuals. Evoke Webconferencing users can conveniently
upload and share visual presentations, such as PowerPoint slides, online
with conference participants. Evoke Webconferencing users can show
charts and graphs without having to email their presentations in advance
and rely on

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participants to follow along. Our interface allows users to move through
presentations at their own pace, skipping or returning to specific
slides from the current or previously uploaded presentations.

. Live and Recorded Web Casting. Evoke Webconferencing's live and recorded
web casting lets users extend the reach of their conference by streaming
their voice and visuals over the web. Web casts can be executed live for
press conferences or announcements, or can be recorded and made
available to an unlimited number of participants. Thousands of
individuals can listen to the conference and view online presentations
using a standard media player from most standard Internet connections.
Businesses may record training presentations to view over time or may
make presentations of new products, services or policies to a global
workforce that may be reviewed during the local business day of each
geographic area. This one-time recording process saves businesses the
time and expense associated with the mass production and distribution of
videotapes.

. Universal Billing. Evoke Webconferencing customers receive a single bill
that aggregates all account activity, regardless of the features used,
and can request customized invoices based on user, features or location.
Additionally, because our billing system is e-commerce enabled,
customers can automatically charge each Evoke Webconference to their
credit card.

. Affordability. Evoke Webconferencing customers pay only for the time
that they and their participants actually use. In March 2000, we
commissioned an industry analyst to analyze web conferencing pricing.
Based on that report, we believe that on a price-per-minute basis Evoke
Webconferencing is generally lower than competitive services. Evoke
Webconferencing users can also take advantage of our web casting service
to enable events with large numbers of participants with greater
functionality than traditional telephone conferencing services. In
addition, we believe that we enjoy a structural cost advantage over our
competitors by automating our services. Evoke Webconferencing's
automation eliminates traditional conferencing expenses such as operator
assistance and advance reservations.

. Reliability. We have designed our facilities and infrastructure to
incorporate the scalability and reliability required to meet the
critical communication needs of our customers. We incorporate
telecommunication-grade reliability standards into our Internet
communication technologies and design our infrastructure to accommodate
more participants and usage than we expect. Additionally, we offer Evoke
Webconferencing users operator assistance and customer support 24 hours
a day and seven days a week.

Live and On-Demand Evoke Webcasting

Our Live and On-Demand Evoke Webcasting services are designed to provide
businesses of all sizes with a complete solution for controlled delivery of
voice, video and visuals over the Internet or corporate intranets. We capture
content from live and recorded events, encode, track and manage it, providing
our customers with an end-to-end streaming solution. Customers are charged a
fee based on the length of their streamed broadcast and additional fees for
conversion, indexing and archiving of streamed content in a hosted
environment.

Live Evoke Webcasting. Our Live Evoke Webcasting service delivers voice,
video and visuals over the Internet. Our customers can either provide content
that is already in an Internet streaming format or have us convert it for
them. For example, we have converted the broadcast signals of auto races for
country.com, concerts for VH1.com and coverage of the 2000 Cannes Film
Festival for Variety into a streaming format for real-time viewing over the
Internet. Evoke Webcasting offers the following benefits:

. Outsourced Streaming Solution. Our staff of specially trained employees
provide a turnkey streaming solution to our customers by capturing
content from satellite or broadcast transmissions, encoding content into
an Internet streaming format and hosting the content in our secure
servers.

. Hosted Network Infrastructure. Customers can substantially increase
their available bandwidth and eliminate costs and resources associated
with running their own server system to host streamed

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content. With access to our high-speed network and specialized servers,
customers can deliver their content at competitive prices.

On-Demand Evoke Webcasting. Our On-Demand Evoke Webcasting service allows
our customers to track usage, control access and manage large libraries of
streamed content. Our customers can either provide content that is already in
an Internet streaming format or have us convert it for them, which can be
indexed and managed to create streamed video libraries that are available
online. For example, we have converted Cisco's in-house sales training and
management videos into an indexed streaming library that is available to
specified employees. Our On-Demand Evoke Webcasting service provides customers
all of the benefits of Live Evoke Webcasting as well as the following
benefits:

. Indexing and Dynamic Search Capabilities. On-Demand Evoke Webcasting
allows customers to index content based upon pre-defined criteria and
dynamically search their libraries of content to quickly retrieve
desired content from anywhere in the world.

. Allocation Reporting and Monitoring. On-Demand Evoke Webcasting provides
customers with access to detailed real-time reports that identify the
time and duration of participant access to each specific unit of
content. Detailed billing and tracking features generated from On-Demand
Evoke Webcasting help customers monitor their streaming usage and costs
and gauge viewer response and content success.

. Location-based Bandwidth Control. On-Demand Evoke Webcasting allows
customers to manage the number of simultaneous users and define the
available bandwidth from each location, thereby optimizing the amount of
bandwidth used by the customer.

. Security. On-Demand Evoke Webcasting verifies participants and restricts
access to all or any portion of each customer's library of streamed
content. In addition, On-Demand Evoke Webcasting can prevent
participants from accessing streaming content based on the Internet
address of the user requesting access.

Evoke Talking Email

Our Evoke Talking Email service currently allows users to send a free
voice-to-email message up to 30 seconds long. Although our free service
currently allows delivery of an Evoke Talking Email message to 10 email
addresses, we have the capability to deliver a message to thousands of
recipients simultaneously. Users can also post their voice message as a link
embedded on a web page. Evoke Talking Email is initiated on our home page or
by accessing the web sites of our partners, such as Blue Mountain Arts. When a
user inputs her email address and those of the recipients, the Evoke Talking
Email interface provides the user with a unique message ID number and a toll-
free telephone number to call and record her voice message. The message is
recorded in a streamable format and hosted on our servers. Once the message
has been recorded, the recipient receives an email containing a link to the
streamed message. The recipient then clicks on the link, which opens a web
browser and plays the message using RealPlayer, a standard media player
offered by RealNetworks.

Evoke Web Talk

We recently introduced Evoke Web Talk, a voice chat service that allows
users to participate in live voice and text exchanges over the Internet. Evoke
Web Talk enables multiple users to talk to one another over the Internet using
a microphone connected to a personal computer, in addition to communicating
with text. Alternatively, users can dial into the chat room using a telephone
and communicate over the Internet with multiple participants. Similar to Evoke
Talking Email, Evoke Web Talk is currently offered free of charge and can be
initiated through our web site. It will also be offered through our
partnership with the Lycos Network. Evoke Web Talk is well-suited for large
Internet portals, as it is highly scalable and is designed to support tens of
thousands of simultaneous users. In addition, businesses can also utilize
Evoke Web Talk to enhance customer service by providing consumers with the
opportunity to talk directly with customer service

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respresentatives. For example, retailers could answer customer questions about
specific products while the customer is visiting the retailer's web site.

Evoke Mobile Webconferencing

We recently introduced a test version of our Evoke Mobile Webconferencing
service to a limited number of users. Evoke Mobile Webconferencing allows users
to initiate an Evoke Webconference, operate webconferencing controls and
initiate an Evoke Webcast through a Palm V handheld device with a wireless
modem or Palm VII handheld device. Our new Mobile Webconferencing service
allows moderators to:

. access our Evoke Webconferencing service using the phone, Internet and/or
mobile device;

.choose phone numbers from an existing address book to dial new web
conference participants;

.mute and unmute individual participants or the whole group;

.lock the web conference for privacy;

. view lists of both phone and web participants, including information on
whether the participant joined over the phone or on the web and whether
the participant is muted;

.invite participants to join the web conference via email; and

.instantly create a live or recorded web cast of the meeting.

Future Service Offerings

We intend to leverage the infrastructure, technologies, and proprietary
systems that we have developed for our existing services to facilitate the
rapid deployment of service enhancements and future Internet communication
services. Although we intend to maintain easy-to-use, functional communication
tools, we also recognize that the needs of our customers vary widely. By
developing and offering a range of services, we will have an opportunity to
migrate users of our basic services to more advanced services as their needs
and levels of sophistication change. We plan to pursue the following service
offerings:

. Advanced Web Collaboration. We intend to integrate our advanced web
collaboration technologies, such as whiteboarding, text chat,
application sharing, web touring, polling, lead generation tools and
shared presenter controls, into a high-end version of Evoke
Webconferencing targeted to the advanced user.

. Wireless Platform. We are developing a multi-platform infrastructure to
support additional services on a variety of wireless devices, including
pagers, smart phones and Microsoft Windows CE-based products.

. Quickcall Service. We are developing a scaled-down version of Evoke
Webconferencing that would enable new users to enter a credit card
number and establish an Evoke Webconference without a prexisting
account.

. Web and Desktop Application Integration. We are working on web and
desktop integration of Evoke Webconferencing that would enable users to
schedule and initiate a conference through standard organizer
applications, such as address books or calendars.

These services are in various stages of development or integration, and we
do not currently know when any of these services will be offered.

Customers

We have a diverse base of customers across numerous vertical markets. We
have historically targeted large and medium-sized corporations and high-growth
Internet-centric businesses. We expect that in the future a

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significant portion of our customers will consist of smaller businesses, home
office users and other consumers that are introduced to our services through
our strategic partners and affiliate resellers. Microsoft is currently our
largest customer, accounting for 21% of our revenue in 1999 and 12% of our
revenue in the three months ended March 31, 2000. Our top customers based on
revenue in 1999, four of which accounted for approximately 1% each, included
the following businesses, listed in order of greatest revenue contribution:

<TABLE>
<S> <C>
Microsoft Launch.com
Cisco Systems Moreson Info Systems
country.com Veracast
Excite@Home Radiowave
Wells Fargo MessageMedia
</TABLE>

Technology

Our reliable and scalable telephony and Internet infrastructure forms the
basis of our suite of Internet communication services. Over the last three
years, we have invested substantial resources to develop proprietary systems
and applications that integrate disparate telephony and Internet communication
technologies. Our layered approach to building applications allows us to
effectively leverage our existing infrastructure, technologies and proprietary
systems to accommodate changes in the marketplace. We believe this gives us a
significant competitive advantage by allowing us to quickly and reliably
develop new services and improve upon our existing services. We believe that
our technological resources give us the following competitive advantages:

. the ability to identify new and enhance existing Internet communication
services;

. the ability to build integrated applications by combining traditional
telephony and Internet communication technologies; and

. the ability to build a reliable and scalable communication
infrastructure.

The following chart illustrates our layered approach to building and
integrating applications:
[Pictured here is a graphic with four rows. The bottom row is titled
"Infrastructure" and contains the words "Telephony," "Fiber," "Internet
Access," "Storage," "Servers," and "Facilities." The next row is titled
"Technologies" and contains the words "Video Streaming," "Audio Streaming,"
"Web Collaboration," "Unified Messaging," "Wireless Web" and "Internet Voice
Chat." The next row is titled "Proprietary Systems" and contains the words
"Automated Billing," "Fraud Detection," "Automated Reporting," "Content
Management," "Automated Transaction Management," "Call Routing," "Telephony
and Internet Integration," and "Dynamic Load Balancing." The top row is
entitled "Proprietary Applications" and containes the words "Evoke
Webconferencing," "Evoke Webcasting" and "Evoke Talking Email."]

Infrastructure. Each of our services resides on a common infrastructure
that is built to a high level of fault tolerance and reliability. We maintain
our own telecommunication-grade data facilities and production servers in
Louisville and Boulder, Colorado. These facilities are interconnected to each
other and to our telephony and Internet service providers through three
independent fiber optic providers on four diverse routes. Our connection to
the public telephony network and to our Internet service providers occur in
geographically diverse cities to provide maximum fault tolerance to network
outages. Our high-speed data centers are based on

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a fully-switched, high bandwidth network comprised of Foundry Networks
hardware. Our services are built on a complement of servers running Linux,
Solaris and Microsoft operating systems. Telephony connectivity is provided
through hardware purchased from various vendors. Data related to the execution
of our services is generally stored on fault tolerant EMC enterprise storage
systems and is backed up using enterprise tape systems from Sun Microsystems.
Our data facilities have backup power systems, redundant cooling systems,
computer room fire suppression systems and sophisticated security systems.

Technologies. We continuously evaluate new technologies, determine if they
will be beneficial to our users and build systems and software that assist us
in their management and integration into web-based applications. In cases where
no existing technology meets our needs, we develop our own solution or modify
an existing technology. We believe that by developing proprietary systems and
applications on top of new and existing technologies, we can leverage the
benefits of emerging technologies and rapidly integrate these technologies into
our services. We license streaming audio and video technologies from Microsoft
and RealNetworks. We purchase telephony hardware that allows us to bridge
multiple telephone lines onto a single call. We purchase other telephony
hardware to provide customized telephony applications. We incorporate
technologies that we license from a third party in our Evoke Web Talk service.
Our Evoke Mobile
Webconferencing service is built in-house and operable with technologies
readily available from certain vendors. Our web collaboration technologies are
built in-house. Our multi-site database architecture is based on the Oracle 8i
database that provides us with standby database access in the event of system
failure.

Proprietary Systems. Our systems are the central hub of our services,
linking together disparate communication technologies with applications in an
integrated manner. This enables us to share technologies across multiple
services to quickly develop and enhance applications. Universal functions like
our billing system need only be created once, yet all applications can operate
using the same billing structure. This layer of our chart represents the
majority of our proprietary software development and consists of functions such
as automated billing and reporting, security, transaction management, content
management, call routing, fraud detection and the integration of our services
on a web interface. Our dynamic load balancing systems evenly distribute
traffic across hundreds of Internet communication servers and telephony
switches, enabling us to increase capacity and meet growing customer demand. We
believe our proprietary systems make otherwise incompatible emerging
technologies work together by allowing us to manage them effectively.

Research and Development

Our research and development efforts are currently focused on improving the
functionality and performance of our existing services as well as developing
new services to meet the changing needs of our diverse customer base. Our
research and development organization is comprised of the following groups:

. The database and transaction group focuses on billing and reporting
systems as well as maintaining a record of every communication event
that happens within our systems.

. The server group focuses on developing, integrating and implementing
server-based technologies used in our solutions.

. The application group focuses on building easy-to-use interfaces for
users to control our services.

. The advanced technology group researches new technologies for potential
integration into our service offerings.

. The operations group is responsible for testing and maintaining all
deployed systems as well as performing routine upgrades and bug fixes.

We devote a substantial portion of our resources to developing new services,
enhancing existing services, expanding and improving the Internet and telephony
technologies we use and strengthening our technological expertise. We believe
our success will depend, in part, on our ability to develop and introduce new
services and enhancements to our existing services. We have made, and expect to
continue to make, significant investments in

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research and development. We expensed approximately $0.4 million, $0.8 million
and $1.0 million related to research and development activities in the years
ended December 31, 1997, December 31, 1998 and December 31, 1999, respectively,
and approximately $1.1 million in the three months ended March 31, 2000. We
intend to devote substantial resources to research and development for the next
several years. As of June 20, 2000, we had 80 full-time engineers and
developers engaged in research and development activities.

Sales and Marketing

Sales. We currently sell our services through a direct sales force and
indirect sales channels. As of June 20, 2000, we had 295 full-time employees
engaged in sales and marketing. The following segments outline our direct and
indirect sales initiatives:

. Direct Sales Force. Our direct sales force sells our services primarily
to large and medium-sized corporations and high-growth, Internet-centric
businesses. Our direct sales force is geographically based and as of
June 20, 2000 consisted of 254 employees operating in 16 states. A
significant percentage of our sales compensation is commission based.

. Co-Branded Partnerships. Our business development team is focused on
establishing strategic partnerships with leading Internet companies that
have a broad user base. Our agreements with popular web sites allow us
to distribute our services through a link on their sites or bundle our
services as part of a co-branded offering. We expect that these
partnerships will help us extend the reach of our services to attract
small businesses, home office users and other consumers.

. Affiliates. In November 1999, we launched an affiliate program with a
third-party service company. An affiliate is a web site owner that
agrees to promote our services by advertising them on their web site.
Affiliates receive a commission on our services sold through their web
site. As of June 20, 2000, we had over 5,600 affiliates signed up to
resell Evoke Webconferencing.

. Indirect Sales. We partner with various companies to resell our services
through their web sites, co-branded web sites or to include our services
in their product offerings. These indirect sales channels allow us to
extend our reach to businesses of all sizes.

. E-commerce. The majority of our services can be purchased and delivered
directly though our web site. Our web site provides us with a low-cost,
globally accessible sales channel that is available 24 hours a day,
seven days a week.

Marketing. We focus our marketing efforts on communicating the benefits of
our services to increase and enhance usage. We seek to increase brand
awareness, stimulate market demand and educate potential customers about the
advantages of using Internet communication services. Our marketing programs
include:

. Advertising. We use Internet, print and broadcast advertising campaigns
targeted toward business and consumer users to communicate the power of
our services.

. Co-Branding. We offer our services as co-branded engines to strategic
partners, such as web portals and other high-traffic web sites. This
allows us to reach a much larger audience than could be reached through
our web site alone. We believe this increases brand awareness and
ultimately achieves greater market penetration. We also enhance our
brand through our associations with prominent Internet companies whose
brand equity and corporate identity we believe reflect favorably upon
our services.

. Public Relations. Our public relations initiatives aim to widen public
recognition of our brand by highlighting important technical
developments, service offerings, awards, strategic partnerships and
company milestones. We seek to enhance our position in our industry
through active participation in industry trade shows, conferences and
speaking engagements.

. Viral Marketing. Our sales and marketing strategy is reinforced by the
viral nature of our services as new users are exposed to our services
through their participation in an Evoke Webconference or receiving an
Evoke Talking Email. This enables our Internet communication services to
reach a broad base of Internet users in a manner more cost-effective
than typical advertising.

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. Product Management. Our product management group is responsible for
managing the product life cycle from conception to launch. They conduct
market and competitive analyses to strategically develop our services.
This group oversees product launches and translates our technical
service capabilities into marketable Internet communication tools.

. Customer Relationship Management. Our communication initiatives are
aimed at maintaining positive relationships with our customer base. This
includes maintaining contact with customers through opt-in email
newsletters, training initiatives, promotions and incentives to increase
the use of our services. In addition, we incorporate customer feedback
from emails and focus groups into our services.

Customer Service

We offer customer support and operator assistance 24 hours a day, seven
days a week. Technical and customer support is available through a toll-free
telephone number and email request system. In addition, Evoke Webconferencing
users can request operator help with the click of a mouse. We also offer
substantial self-serve information databases in the form of frequently asked
questions hosted on our web site. As of June 20, 2000, we had 50 full-time
technical and customer support representatives to respond to customer requests
for support.

Most of our requests for customer support involve browser settings or user
error and can be addressed during an operations technician's initial contact
with a customer. If the problem cannot be solved immediately, our development
operations group addresses the technical issues and informs the account
development representative of the customer's difficulties. Once a solution is
discovered, or the problem and timeline for solution are determined, our
account development representative contacts the customer.

We are currently integrating an automated email response system to
efficiently handle email requests. This automated system will use keywords to
identify the customer's request and send a personalized, specific response to
the customer's query. If the email system cannot handle the particular
request, it will automatically contact an operations technician to initiate
the problem resolution process.

Competition

The market for Internet communication services is relatively new, rapidly
evolving and intensely competitive. As the market for Internet communication
services evolves, more companies will enter this market and invest significant
resources to develop Internet communication services. As a result, we expect
that competition will continue to intensify and may result in price
reductions, reduced sales and margins, loss of market share and reduced
acceptance of our services.

We believe that the primary competitive factors in the Internet
communication services market include:

. ease of use of services and breadth of service offerings;

. quality and reliability of communication services;

. pricing;

. brand identity;

. quality of customer service;

. compatibility with new and existing communication formats;

. access to and penetration of distribution channels necessary to achieve
broad distribution;

. ability to develop and support secure formats for communication
delivery;

. demand for Internet communication services;

. scalability of streaming voice and video and delivery technology; and

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. challenges caused by bandwidth constraints and other limitations of the
Internet infrastructure.

Our failure to adequately address any of the above factors could harm our
business.

We are an integrated provider of Internet communication services. As such,
we compete with standalone providers of traditional teleconferencing, web
collaboration and streaming services. We estimate that we compete with over 30
competitors that provide one or more of these services. We believe that none of
our competitors currently combine these services as an integrated offering
other than by using at least one other vendor. However, our current and
potential competitors may enter or expand their positions in the Internet
communication services market by acquiring one of our existing competitors, by
forming strategic alliances with these competitors or by developing an
integrated offering of services.

In the traditional teleconferencing market, our principal competitors
include AT&T, Global Crossing and MCI WorldCom. These companies currently offer
teleconferencing services as part of a bundled telecommunications offering,
which may include video and data conferencing services and other Internet
collaboration services. In the collaboration services market our principal
competitors include Centra Software, PlaceWare, and WebEx. Some of these
competitors offer collaboration services and software with a broader set of
features than we currently offer and may integrate teleconferencing services
into their collaboration offerings. Enterprise software vendors, such as Oracle
and SAP, may choose to extend their applications with similar collaboration
features in the future. In the streaming content delivery market our principal
competitors include iBeam Broadcasting, Akamai Technologies, Broadcast.com, a
division of Yahoo!, and Loudeye Technologies. Some of these streaming providers
have announced their intention to provide web conferencing services in addition
to their streaming services.

Intellectual Property

The success of our business is substantially dependent on the proprietary
systems that we have developed. These proprietary systems are not currently
protected by any patents. To date, we have filed two U.S. provisional patent
application and intend to file additional patent applications in the future for
our proprietary systems. Our current and future patent applications may fail to
result in any patents being issued. If they are issued, any patent claims
allowed may not be sufficiently broad to protect our technology. In addition,
any future patents may be challenged, invalidated or circumvented and any right
granted thereunder may not provide meaningful protection to us. The failure of
any patent to provide protection for our technology would make it easier for
other companies or individuals to develop and market similar systems and
services without infringing any of our intellectual property rights.

To protect our proprietary rights, we currently rely on a combination of
trademarks, service marks, trade secrets, copyrights, confidentiality
agreements with our employees and third parties, and protective contractual
provisions. Our protection efforts may prove to be unsuccessful, and
unauthorized parties may copy or infringe upon aspects of our technology,
services or other intellectual property rights. In addition, these parties may
develop similar technology independently. Existing trade secret, copyright and
trademark laws offer only limited protection and may not be available in every
country in which we will offer our services. Policing unauthorized use of our
proprietary information is difficult. Our trademarks and service marks include
"Evoke," "Evoke Communications," "Until There's Telepathy, There's Evoke," and
our logo. Palm V and Palm VII are trademarks of Palm, Inc., which is in no way
affiliated with us. Each other trademark, trade name or service mark appearing
in this prospectus belongs to its holder. On March 17, 2000, Evoke Software
Corporation filed a complaint against us in the United States District Court,
Northern District of California alleging trademark and service mark
infringement, among other claims. On May 10, 2000, we filed our answer to the
complaint, denying all material allegations.

In December 1999, we licensed the source and object code of specific
technologies from AudioTalk Networks (now HearMe), a provider of voice
communication services over the Internet, which we used to develop Evoke Web
Talk. We licensed this technology, subject to certain installation requirements
and will pay royalties and

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<PAGE>

software maintenance through December 2001, after which we will have no further
payment obligations. HearMe may grant identical or similar licenses to others.
Generally, we are not permitted to transfer these license rights to others
except in connection with the sale and distribution of our services. The HearMe
license is perpetual and the agreement can be terminated by HearMe only if we
materially breach provisions relating to restricted third party access or our
payment or indemnification obligations. If this license is terminated, we would
be forced to remove such technology from any service that incorporates this
technology. As a result, we would be required to expend extensive engineering
efforts to develop comparable technology or pay additional license fees if
similar technologies were available. We may be required to license technologies
from third parties to develop, market and deliver new services in the future.
We may be unable to obtain any such licenses on a timely basis, on commercially
reasonable terms or at all and the rights granted under such licenses may not
be valid or enforceable.

Employees

As of June 20, 2000, we employed 466 people. The employees included 41 in
general and administrative functions, 50 in operations, 295 in sales and
marketing and 80 in research and development. Our future success depends in
part on our ability to attract, retain and motivate highly qualified technical
and management personnel, for whom competition is intense. Our employees are
not represented by a labor union or covered by any collective bargaining
agreements. We consider our employee relations to be good.

Facilities

Our principal executive office is located in Louisville, Colorado where we
lease 40,000 square feet of space from a company controlled by Paul Berberian,
our chairman of the board, chief executive officer and president, James LeJeal,
our chief operating officer, and Byron Chrisman, one of our former directors.
See "Certain Transactions--Lease" for more information on this lease. We also
lease 4,000 square feet of space in Boulder, Colorado under a lease that
expires in May 2002. Additionally, the company leases office space for
satellite sales offices that are typically less than 3,000 square feet in
fifteen other states. We believe that these existing facilities are adequate to
meet current foreseeable requirements or that suitable additional or substitute
space will be available on commercially reasonable terms.

Legal Proceedings

From time to time, we have been subject to legal proceedings and claims in
the ordinary course of business. On March 17, 2000, Evoke Software Corporation,
a California corporation, filed a claim against us in the United States
District Court, Northern District of California, alleging trademark and service
mark infringement, among other claims, such as trademark and service mark
dilution, and unfair competition. Evoke Software seeks punitive and
compensatory damages, an injunction barring us from continuing to use the brand
Evoke and attorneys fees and costs. We believe that we have meritorious
defenses to these claims and intend to defend against them. On May 10, 2000, we
filed our answer to the complaint, denying all material allegations. This
matter is at an early stage and it is not possible to predict its outcome.
Other than this matter, we are not currently involved in any material legal
proceedings.

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<PAGE>

RECENT DEVELOPMENTS

The Contigo Acquisition

On June 16, 2000, we acquired Contigo Software, Inc. Contigo offers web
collaboration software to business customers, enabling real-time interaction
among participants in a web conference. Contigo's advanced web collaboration
tools include whiteboarding, text chat, application viewing, web touring,
polling, lead generation tools and shared presenter controls. We are making
changes to Contigo's operations to integrate its technology into our platform.
Contigo's top five customers based on revenue in 1999 were TelePost, Inc.,
Oracle Corporation, Premiere Technologies, webMethods and InterCall.

We will account for the acquisition using the purchase method of accounting.
The acquisition is intended to qualify as a tax-free reorganization under
Section 368(a)(2)(E) of the Internal Revenue Code. We issued an aggregate of
4,425,176 shares of our common stock in exchange for all of the outstanding
shares of Contigo capital stock. We also have reserved 1,574,831 shares of our
common stock for issuance upon exercise of the Contigo options that we assumed.
We paid approximately $1.1 million to the holders of Contigo Series A, Series
B, and Series C preferred stock in respect of liquidation preferences. In
addition, we paid Contigo $5.0 million to satisfy an obligation of Contigo to
one of its founders arising in connection with the acquisition. We may also be
obligated to pay up to an additional $1.0 million for specified tax
obligations, if assessed, in connection with the $5.0 million payment. We
funded the cash payments required in connection with this acquisition from our
working capital. The aggregate estimated purchase price was approximately $83.9
million. The purchase price is based on the assumed initial public offering
price of our common stock. Upon completion of this offering, the shares of our
common stock issued in connection with the acquisition will constitute
approximately 9.5% of our common stock.

Each Contigo option that we assumed will continue to have, and be subject to
the same terms and conditions as set forth in the stock option plans of Contigo
and the respective option agreements governing the options immediately prior to
the acquisition, except that the options are exercisable for shares of our
common stock and the number of shares subject to the options and the exercise
price will be adjusted to reflect the exchange ratio in the acquisition. The
Contigo options generally vest over three years at a rate of 1/12 of the total
number of shares vesting each quarter.

We do not anticipate registering the shares of our common stock issued to
Contigo shareholders pursuant to the Contigo acquisition. We will, however,
file a registration statement on Form S-8 (or other appropriate form) with
respect to the issuance of shares of our common stock subject to Contigo's
options assumed by us pursuant to the Contigo acquisition.

Contigo has agreed to indemnify us and each of our officers, directors and
affiliates with respect to breaches of any representation warranties, covenants
or other agreements made by Contigo in the merger agreement. These
indemnification obligations are subject to minimum threshold limitations
specified in the merger agreement. To secure these indemnification obligations,
10% of the shares of our common stock issued to Contigo shareholders will be
held in escrow until June 16, 2001.

In connection with the acquisition, we appointed Dr. Massih Tayebi,
currently the chief executive officer of Wireless Facilities, Inc., to our
board of directors.

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MANAGEMENT

Our executive officers, key employees and directors are as follows:

<TABLE>
<CAPTION>
Name Age Position With Us
---- --- ----------------
<S> <C> <C>
Paul A. Berberian....... 34 Chairman of the Board, Chief Executive Officer and
President
James M. LeJeal......... 35 Chief Operating Officer and Director
Terence G. Kawaja....... 37 Executive Vice President and Chief Financial Officer
Todd Vernon............. 36 Chief Technology Officer
Stephanie A.
Anagnostou............. 33 Senior Vice President and General Counsel
Dan Fuller.............. 33 Senior Vice President Sales
Henry Rodriguez III..... 39 Senior Vice President Engineering
Mhaer Alahydoian........ 36 Vice President International Business Development
Bryce Ambraziunas....... 30 Vice President Operations
Brad Dupee.............. 30 Vice President Business Development
Kenneth Mesikapp........ 36 Vice President Finance and Accounting, Assistant Treasurer
Alison Seccombe......... 29 Vice President Marketing
Bradley A. Feld......... 34 Director
Donald Hutchison........ 43 Director
Steven C. Halstedt...... 54 Director
Andre Meyer............. 53 Director
Dr. Massih Tayebi....... 40 Director
Carol deB. Whitaker..... 46 Director
</TABLE>

Executive Officers

Paul A. Berberian has served as our chairman of the board, chief executive
officer and president since co-founding our company in April 1997. From
November 1995 to April 1997, Mr. Berberian was director of ConferLink, a
division of ConferTech International, now Global Crossing, focusing on revenue
call management information systems. In June 1993, Mr. Berberian co-founded
LINK-VTC, a videoconferencing service provider, and served as its president and
a member of its board of directors, which was acquired by ConferTech
International in November 1995. He holds a B.S. degree in management and is a
distinguished graduate from the U.S. Air Force Academy.

James M. LeJeal has served as our chief operating officer and as a member of
our board of directors since co-founding our company in April 1997. Mr. LeJeal
also served as our chief financial officer from our inception until March 2000.
From December 1995 to April 1997, Mr. LeJeal served as the corporate vice
president of finance of ConferTech International, where he was responsible for
managing the accounting and billing functions, human resources and financial
planning and analysis of a $100 million business unit. From September 1994 to
December 1995, Mr. LeJeal served as vice president of finance and
administration of LINK-VTC, which was later acquired by ConferTech
International. He holds a MBA degree from Loyola Marymount University and a
B.S. degree in management and is a distinguished graduate from the U.S. Air
Force Academy.

Terence G. Kawaja has served as our executive vice president and chief
financial officer since March 2000. From July 1989 to March 2000, Mr. Kawaja
served in a variety of capacities at Salomon Smith Barney, most recently as
managing director in the mergers and acquisitions department, focusing on the
Internet, communications and media sectors. In his eleven years at Salomon, Mr.
Kawaja has worked on over 100 transactions valued at over $400 billion,
including the AOL/Time Warner proposed merger. He holds an M.B.A. degree from
the Schulich School of Business, an LL.B. degree from Osgoode Hall Law School
at York University in Toronto, Canada and a B.A. degree from the University of
Western Ontario in London, Canada.

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Todd Vernon has served as our chief technology officer since our inception
in April 1997. From August 1996 to April 1997, Mr. Vernon served as senior
software engineer for ConferLink, a division of ConferTech International. From
January 1996 until August 1996, Mr. Vernon served as product architect and lead
developer for Rogue Wave Software. From August 1994 to January 1996, Mr. Vernon
served as senior software engineer at Evolving Systems, Inc., a software
company. From February 1987 to August 1994, Mr. Vernon served as senior
electronic engineer at NASA Dryden Flight Research Facility. He holds a B.S.
degree in electrical engineering from Central Missouri State University.

Our success substantially depends on the continued employment of our
executive officers, whose knowledge of our company and technical expertise
would be difficult to replace. The loss of the services of any of these
executives or any of our other key employees could significantly disrupt our
operations. We maintain $2 million "key person" life insurance policies on each
of Messrs. Berberian, LeJeal and Vernon. We only have employment agreements
with Mr. Berberian, Mr. LeJeal and Mr. Kawaja.

Key Employees

Stephanie A. Anagnostou has served as our senior vice president and general
counsel since April 2000. From March 1995 to April 2000, Ms. Anagnostou served
as an attorney at Cooley Godward LLP, practicing primarily in areas of public
offerings, private placements, mergers and acquisitions and strategic
partnerships. Ms. Anagnostou is licensed to practice law in Colorado and
California. She holds a B.A. degree in mass communications with an emphasis in
business from University of California, Los Angeles and a J.D., cum laude, from
University of San Francisco School of Law.

Dan Fuller has served as our senior vice president sales since January 2000.
From August 1998 to January 2000, Mr. Fuller served as vice president of sales
for CRN Broadcasting, a radio broadcasting company. From March 1989 to July
1998, Mr. Fuller held various sales manager positions with Noble Broadcasting,
including general sales manager of KBCO, KHIH and KHOW radio in Denver,
Colorado. Noble Broadcasting was acquired by Jacor Broadcasting in May 1996.
Mr. Fuller holds B.A. in marketing from Arizona State University.

Henry Rodriguez III has served as our senior vice president engineering
since April 2000. From October 1999 to March 2000, Mr. Rodriguez served as
chief technical officer for ExchangePoint. From January 1999 to September 1999,
Mr. Rodriguez held the position of vice president research and
development/operations for Xtra-Online. From February 1998 to January 1999, he
held the position of vice president research and development/chief architect
for Borealis. From November 1995 to February 1998, Mr. Rodriguez held the
position of vice president research and development/chief architect for Seagate
Software. From May 1993 to November 1995, Mr. Rodriguez to held the position of
vice president and general manager for MobilWare Corporation.

Mhaer Alahydoian has served as our vice president international business
development since January 2000. From May 1998 to July 1999, Mr. Alahydoian
served as senior partner of The Investment Law Group Ltd., a law firm located
in Yerevan, Armenia. From January 1997 to May 1998, he served as the project
director of judicial and legal training programs for ARDI/Checchi Rule of Law
Consortium. From January 1997 to May 1998, Mr. Alahydoian served as associate
director of the American University of Armenia's LL.M. program. From August
1995 to July 1996, he was a Fulbright scholar lecturing at Yerevan State
University. From November 1994 to April 1995, Mr. Alahydoian served as an
attorney and project manager for the World Bank in Yerevan, Armenia. He holds a
B.A. degree in psycho-biology from Occidental College, a Certificat d'etudes
internationales and a J.D. degree from Loyola Law School in Los Angeles,
California.

Bryce L. Ambraziunas has served as our vice president operations since
November 1998. From October 1997 to November 1998, Mr. Ambraziunas served as
executive manager of U.K. operations for Frontier Videoconferencing, a division
of Frontier ConferTech. From January 1996 to October 1997, Mr. Ambraziunas held
various positions in the operations and sales departments of LINK-VTC,
including technical account executive for its videoconferencing offering. He
received a B.A. degree in economics from the University of California at Santa
Cruz.

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Brad Dupee has served as our vice president business development since June
1999. From July 1998 to June 1999, Mr. Dupee served as manager of business
development for Hill/Holiday Interactive, an Internet business consulting firm.
From March 1996 to July 1998, Mr. Dupee served as director of sales and
marketing for General Interactive, Inc., an interactive relationship marketing
firm that he co-founded. From November 1992 to March 1996, Mr. Dupee held a
sales position with Network Plus, Inc., an aggregator of telecommunication
services for small and medium-sized business markets. He holds a B.S. degree in
finance from Bentley College.

Kenneth Mesikapp has served as our vice president finance and accounting and
assistant treasurer since October 1999 and as our corporate controller from
December 1997 to October 1999. From November 1994 to December 1997, Mr.
Mesikapp served as audit manager of Brock and Company, CPAs, P.C., an
accounting firm located in Boulder, Colorado. From June 1986 to November 1994,
Mr. Mesikapp held a variety of positions and most recently was a manager at
Nykiel, Carlin and Company, an accounting firm located in Schaumburg, Illinois.
Mr. Mesikapp holds a B.S. in accounting from the University of Illinois at
Chicago and is a certified public accountant.

Alison Seccombe has served as our vice president marketing since September
1999 and has been employed by us since May 1999. From February 1997 to May
1999, Ms. Seccombe served as account supervisor for Alexander Ogilvy Public
Relations Worldwide. From October 1995 to November 1996, Ms. Seccombe was
employed in the advertising department of JGF Communications. From March 1995
to October 1995, Ms. Seccombe held a sales position with Chroma Copy Imaging.
She holds a B.A. degree in political science from Saint Mary's College.

We plan to significantly expand our operations, and to do so, we must
identify, attract, retain and motivate additional highly skilled sales and
marketing, technical and managerial personnel. We have experienced difficulties
in hiring highly skilled technical personnel in the past and expect to continue
to experience these difficulties in the future due to significant competition
for such experienced personnel in our market.

Directors

Bradley A. Feld has served as a member of our board of directors since May
1998. Since June 1996, Mr. Feld has served as managing director of Softbank
Technology Ventures. Since 1995, Mr. Feld has been the President of Intensity
Ventures Inc., a company that helps to establish, advise and operate software
companies. From 1994 to 1995, Mr. Feld served as chief technology officer of
AmeriData Technologies, a publicly-traded company that was acquired by GE
Capital in 1996. From 1985 to 1993, Mr. Feld was the President of Feld
Technologies, a software consulting firm that he founded and that was acquired
by AmeriData in 1993. Mr. Feld is a director and co-chairman of Interliant,
Inc. and MessageMedia, Inc. and a director of a number of privately held
companies. Mr. Feld holds S.B. and S.M. degrees from the Massachusetts
Institute of Technology.

Steven C. Halstedt has served as one of our directors since June 2000. He is
a general partner of Centennial Fund IV, L.P., Centennial Fund V, L.P. and
managing principal of Centennial Fund VI, LLC, each a part of Centennial
Ventures, a firm he co-founded in 1981. Centennial Ventures is a venture
capital firm that focuses its investment activities on communications
convergence. Mr. Halstedt is a member of the board of directors of SiteShell
Corp., Formus Communications, Agilera.com and VeloCom, Inc. He is also chairman
of the board of Verio Inc., Cordillera Communications and Venture eCommerce.

Donald Hutchison has served as a member of our board of directors since
January 2000. Since April 2000, Mr. Hutchison has served as the chief executive
officer of Work.com, a joint venture of Excite@Home and Dow Jones & Company.
From February 1997 to April 2000, Mr. Hutchison has served as senior vice
president and general manager of Excite@Home, focusing on building their
business division, @Work. Since February

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1997, Mr. Hutchison has served as director of sales and marketing for TAU
Corporation, a digital image computing company. From May 1994 to January 1997,
Mr. Hutchison served as senior vice president for sales and marketing of
NETCOM. From January 1987 to July 1989, Mr. Hutchison served as director of
sales and business planning for Pixar, a digital animation company. Mr.
Hutchison holds a B.A. degree in economics from the University of California at
Santa Barbara, and a MBA degree in finance and organizational development from
Loyola Marymount University.

Andre Meyer has served as a member of our board of directors since March
2000. Since June 1997, Mr. Meyer has worked with various companies controlled
by Vivendi Group, a French holding company with primary investments in
telecommunications. Since June 1997, Mr. Meyer has held various positions with
Vivendi Group entities, including: chief technical officer of @viso; president
of CEGETEL Entreprises; director of the development center for Innovative
Services for INOVATEL; and general manager of CEGETEL Entreprises. From August
1985 to June 1997, Mr. Meyer held various positions with Hewlett Packard Corp.
including general manager of the Telecom Systems Business Unit from 1992 to
1997. Mr. Meyer holds degrees in electromechanics and in electronic and
automation engineering.

Dr. Massih Tayebi was appointed to our board of directors in June 2000. Dr.
Tayebi co-founded Wireless Facilities, Inc. in 1994 and has served as its chief
executive officer and one of its directors since its inception. Since 1995, Dr.
Tayebi has served as a technical manager for Computer Integrated Management
Systems, an Internet-based business exchange company. From 1989 to 1994, he was
a senior faculty member of the Engineering Department of the University of
Paisley, Great Britain, and served as its Director of Computer Integrated
Product Life Cycle Research. Dr. Tayebi received an M.S. in computer integrated
manufacturing and a Ph.D. in the integration of design and process planning
from the University of Strathclyde, United Kingdom. He performed post-doctorate
work on the integration of design and inspection at the University of Brunel,
London.

Carol deB. Whitaker has served as a member of our board of directors since
June 1999. Ms. Whitaker has over 20 years of investment banking experience with
both corporations and Wall Street firms. Since 1990, Ms. Whitaker has served as
President of Whitko & Company, a Denver-based corporate finance consulting
firm. From January 1996 to July 1996, Ms. Whitaker served as chief executive
officer of W.W. Comm, Inc., a start-up company pursuing wireless communication
opportunities in Latin America. Ms. Whitaker was a member of the board of
directors of Brooks Fiber Properties, Inc. from October 1996 until the sale of
the company in January 1998 to MCI WorldCom. Ms. Whitaker is also a member of
the board of directors of Yipes Communications, Inc. and Optiglobe, Inc., both
privately held companies. Ms. Whitaker holds a B.A. degree in economics from
Colorado College and a MBA degree from the University of Chicago.

Board Composition

We currently have eight directors. Our board of directors and stockholders
have approved a classified board of directors as follows:

.Class I consists of Mr. Berberian and Ms. Whitaker;

.Class II consists of Mr. Feld, Mr. Halstedt and Mr. Meyer; and

.Class III consists of Mr. LeJeal, Mr. Hutchison and Dr. Tayebi.

Board Committees

Our audit committee consists of Mr. Meyer, Dr. Tayebi and Ms. Whitaker. The
audit committee makes recommendations to the board of directors regarding the
selection of independent auditors, reviews the results and scope of the audit
and other services provided by our independent auditors and evaluates our
internal accounting procedures.

47
<PAGE>

Our compensation committee consists of Mr. Feld, Mr. Meyer and Ms. Whitaker.
The compensation committee reviews and approves compensation and benefits for
our executive officers. The compensation committee also administers our
compensation and stock plans and makes recommendations to the board of
directors regarding such matters. No member of the compensation committee has
been an officer or employee of Evoke at any time. None of our executive
officers serves as a member of the board of directors or compensation committee
of any other company that has one or more executive officers serving as a
member of our board of directors or compensation committee.

Director Compensation

Directors do not currently receive any cash compensation for their service
as directors, but are reimbursed for customary and reasonable expenses incurred
in attending board of directors and committee meetings. Non-employee directors
are eligible to receive options and stock issuances under our 2000 equity
incentive plan and have been granted the following options and issuances under
the plan:

. On June 20, 2000, Messrs. Feld, Hutchison, Halstedt, Meyer and Ms.
Whitaker each received an option to purchase 26,666 shares of our common
stock at an exercise price of $10.80 per share, with a vesting period of
three years commencing on that date at a rate of 1/36th of the shares
underlying the options vesting each month;

. On June 20, 2000, Mr. Meyer received an option to purchase 26,666 shares
of our common stock at an exercise price of $10.80 per share, with a
vesting period of three years commencing on March 21, 2000 at a rate of
1/36th of the shares underlying the options vesting each month;

. On June 20, 2000 Dr. Tayebi received an option to purchase 53,333 shares
of our common stock at an exercise price of $10.80 per share, with a
vesting period of three years commencing on that date at a rate of
1/36th of the shares underlying the options vesting each month;

. On May 16, 2000, Dr. Tayebi was granted a stock issuance to purchase
46,296 shares of our common stock at an exercise price of $10.80 per
share;

. On March 21, 2000, Mr. Meyer received a stock purchase award pursuant to
which he purchased 2,000 shares of our common stock at a purchase price
of $10.80 per share;

. On January 25, 2000, Mr. Hutchison received an option to purchase 26,666
shares of our common stock at an exercise price of $4.50 per share, with
a vesting period of three years commencing on that date at a rate of
1/36th of the shares underlying the options vesting each month;

. On January 25, 2000, Mr. Hutchison purchased 100,000 shares of our
common stock at $4.50 per share;

. On December 1, 1999, Messrs. Chrisman, Tankersley and Parsons, our
former directors, and Mr. Feld each received an option to purchase
26,666 shares of our common stock at an exercise price of $1.56 per
share, with a vesting period of three years commencing retroactively on
January 1, 1998 at a rate of 1/36th of the shares underlying the options
vesting each month. Upon his resignation from our board, Mr.
Tankersley's options became fully-vested;

. On December 1, 1999, Ms. Whitaker received an option to purchase 33,333
shares of our common stock at an exercise price of $1.56 per share, with
a vesting period of one year commencing retroactively on July 1, 1999 at
a rate of 1/12th of the shares underlying the option vesting each month;

. On July 15, 1999, Whitko & Company for Ms. Whitaker, purchased 33,333
shares of our common stock at $1.56 per share; and

. On June 16, 1999, Ms. Whitaker received an option to purchase 26,666
shares of our common stock at an exercise price of $1.28 per share, with
a vesting period of three years at a rate of 1/36th of the shares
underlying the option vesting each month commencing on that date.

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<PAGE>

Executive Compensation

The following table sets forth all compensation awarded to, earned by or
paid to our chief executive officer and our other executive officers whose
annual salary and bonus exceeded $100,000 for services rendered in all
capacities to us during 1999. Throughout this prospectus we refer to these
individuals as our named executive officers.

Summary Compensation Table

<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
---------------- ------------
Securities
Underlying
Name and Principal Position Salary Bonus Options
--------------------------- -------- ------- ------------
<S> <C> <C> <C>
Paul A. Berberian,
Chairman of the Board, Chief Executive Officer
and President.................................. $131,515 $ 5,000 133,333
James M. LeJeal
Chief Operating Officer and Director............ 131,515 5,000 133,333
Todd Vernon
Chief Technology Officer........................ 119,697 12,000 33,333
</TABLE>

Option Grants in 1999

The following table sets forth information regarding options granted to the
named executive officers during 1999.

<TABLE>
<CAPTION>
Potential Realizable Value
based upon Assumed
Initial Offering Price
at Assumed Annual Rates of
Percent of Stock Price Appreciation for
Number of Total Options Exercise Option Term
Options Granted in Price Expiration -----------------------------
Name Granted 1999 ($/Share) Date 5% 10%
---- --------- ------------- --------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Berberian....... 133,333 9.7% $1.56 Nov. 17, 2009 $2,615,410 $ 4,287,810
James M. LeJeal......... 133,333 9.7 1.56 Nov. 17, 2009 2,615,410 4,287,810
Todd Vernon............. 33,333 2.4 1.28 May 31, 2009 663,181 1,081,278
</TABLE>

The percent of total options granted in 1999 in the above table is based on
1,373,167 total options granted to employees, directors and consultants. Our
board of directors may reprice options under the terms of our stock option
plans.

Options were granted at an exercise price equal to the fair market value of
our common stock, as determined by our board of directors on the date of grant.
In making this determination, the board of directors considered a number of
factors, including:

. our historical and prospective revenue and profitability;

. our cash balance and rate of cash consumption;

. the development and size of the market for our services;

. the status of our financing activities;

. the stability of our management team; and

. the breadth of our services.

The amounts reflected in the "Potential Realizable Value" column of the
foregoing table are calculated assuming that the assumed initial public
offering price of $13.00 per share appreciates at the indicated annual

49
<PAGE>

rate compounded annually for the entire term of the option, and that the option
is exercised and the common stock received therefor is sold on the last day of
the term of the option for the appreciated price. The 5% and 10% rates of
appreciation are mandated by the rules of the Securities and Exchange
Commission and do not represent our estimate or projection of future increases
in the price of the common stock.

1999 Option Exercises and Year-End Option Values

The following table sets forth information concerning the value realized
upon exercise of options during 1999 and the number and value of unexercised
options held by each of the named executive officers at December 31, 1999.
Amounts under "Unexercisable" in the table below include unvested options
notwithstanding the fact that they are immediately exercisable upon grant
because unvested shares are subject to repurchase by us at the original
exercise price upon the employees cessation of service. The value of the
unexercised in-the-money options is based on the assumed initial public
offering price of $13.00 per share minus the per share exercise price,
multiplied by the number of shares underlying the option.

<TABLE>
<CAPTION>
Value of Unexercised In-the-
Number of Unexercised Money Options at
Shares Options at December 31, 1999 December 31, 1999
Acquired on Value -------------------------------- ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- -------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Berberian....... -- -- -- 133,333 $ -- $1,525,330
James M. LeJeal......... -- -- -- 133,333 -- 1,525,330
Todd Vernon............. -- -- 125,000 75,000 1,606,250 926,084
</TABLE>

Employment Agreements and Change in Control Arrangements

In November 1999, we entered into personal services agreements with Mr.
Berberian, our chairman of the board, chief executive officer and president,
and Mr. LeJeal, our chief operating officer. In March 2000, we entered into a
personal services agreement with Mr. Kawaja, our executive vice president and
chief financial officer. Each of the agreements is for an initial two year term
and continues indefinitely thereafter until notice of termination by either
party. Under the terms of the agreements, Messrs. Berberian, LeJeal and Kawaja
will each receive an annual base salary of $215,000 beginning in 2000 plus
performance-based bonuses as determined by the compensation committee.
Furthermore, under the terms of the agreement with Mr. Kawaja, we granted to
Mr. Kawaja options to purchase 800,000 shares of our common stock at an
exercise price of $9.30 per share and the right to purchase an additional
250,000 shares of our common stock at a purchase price of $4.50 per share. In
May 2000, Mr. Kawaja exercised his right to purchase 250,000 shares of common
stock through the execution of a full-recourse promissory note payable to us.
In December 1999, Messrs. Berberian and LeJeal each received an initial stock
option grant for options to purchase 133,333 shares of our common stock.

If any of Mr. Berberian, Mr. LeJeal or Mr. Kawaja is terminated without
cause or terminates his own employment "for good reason," then the terminated
executive will receive his base salary through the end of the initial term or
for a period of 18 months, whichever is longer, plus any accrued bonuses, and
all unexercised stock options shall vest. In addition, Mr. Kawaja would receive
an additional amount of approximately $1.1 million. If any such executive is
terminated "for cause," by mutual agreement or voluntarily, then the executive
will be entitled to accrued compensation and unreimbursed expenses. "For good
reason" is generally defined as a material change in the executive's job duties
inconsistent with his position, a reduction in salary inconsistent with a
general reduction of the salaries of similarly situated employees, a required
relocation more than 50 miles from our current location, or our material breach
of the applicable employment period. "For cause" is generally defined as a
material breach of the employment agreement by the executive, dishonesty with
respect to the company, willful misfeasance intended to materially damage the
company, conviction of a crime of moral turpitude or crime, other than a
vehicle offense, that could materially damage our reputation or willful or
prolonged absence, other than due to illness, or failure to perform his duties
for 20 days following written notice.

If any of Mr. Berberian, Mr. LeJeal or Mr. Kawaja is terminated following a
"change of control," then the terminated executive will receive his base salary
through the end of the initial term or for a period of 18

50
<PAGE>

months, whichever is longer, plus bonuses that would have been paid to that
executive had he remained employed during such period and the initial grant of
stock options shall vest. A "change of control" is generally defined as a
liquidation or dissolution of the company, the sale of all or substantially all
of our assets, and a merger or consolidation of the company where after the
merger or consolidation our shareholders hold less than 50% of the stock of the
surviving corporation.

The agreements also contain non-competition and confidentiality provisions.
Under the terms of the agreements, each executive has agreed not to compete
with us in the United States, hire or attempt to hire any of our employees for
a period of 12 months following termination or at any time payments are being
made to the executive.

401(k) Plan

Our employees are eligible to participate in our 401(k) Plan. Pursuant to
the 401(k) Plan, employees may elect to reduce their current compensation by up
to the lesser of 15% of eligible compensation or the statutorily prescribed
annual limit ($10,500 in 2000). Employees may contribute this amount to the
401(k) Plan. The 401(k) Plan is intended to qualify under Section 401 of the
Internal Revenue Code so that contributions by employees to the 401(k) Plan,
and income earned on plan contributions, are not taxable to employees until
withdrawn, and so that the contributions by employees will be deductible when
made. We may make discretionary matching contributions to the 401(k) Plan.
Additionally, we may make discretionary contributions in amounts to be
determined by the board of directors. Since the 401(k) Plan's inception, we
have made $13,072 in matching or profit sharing contributions.

2000 Equity Incentive Plan

Our board of directors adopted our 2000 Equity Incentive Plan on February
15, 2000. The incentive plan is an amendment and restatement of our 1997 Stock
Option/Stock Issuance Plan.

Administration. The board administers the incentive plan unless it delegates
administration to a committee. The board has the authority to construe,
interpret and amend the incentive plan as well as to determine:

. the grant recipients;

. the grant dates;

. the number of shares subject to the award;

. the exercisability and vesting of the award;

. the exercise price;

. the type of consideration; and

. the other terms of the award.

Share Reserve. We have reserved a total of 11,666,666 shares of our common
stock for issuance under the incentive plan. On January 1 of each year for 10
years, beginning on January 1, 2001, the number of shares in the reserve
automatically will be increased by 3.0% of the lesser of:

. our outstanding stock on the effective date of this offering, or

. our outstanding shares as of such January 1.

However, the automatic increase is subject to reduction by the board. If the
recipient of a stock award does not purchase the shares subject to his or her
stock award before the stock award expires or otherwise terminates, the shares
that are not purchased again become available for issuance under the incentive
plan.

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<PAGE>

Eligibility. The board may grant incentive stock options that qualify under
Section 422 of the Internal Revenue Code to our employees and to the employees
of our affiliates. The board also may grant nonstatutory stock options, stock
bonuses and restricted stock purchase awards to our employees, directors and
consultants as well as to the employees, directors and consultants of our
affiliates.

. A stock option is a contractual right to purchase a specified number of
our shares at a specified price (exercise price) for a specified period
of time.

. An incentive stock option is a stock option that has met the
requirements of Section 422 of the Internal Revenue Code. This type
of option is free from regular tax at both the date of grant and the
date of exercise. However, the difference between the fair market
value on the date of exercise and the exercise price is an item of
alternative minimum tax unless there is a disqualifying disposition
in the year of exercise. If two years pass between grant date and
sale date and one year passes between exercise date and sale date,
all profit on the sale of our shares acquired by exercising the
incentive stock option is long-term capital gain income. However, if
either of the holding periods is not met, there has been a
disqualifying disposition, and a portion of any profit will be taxed
at ordinary income rates.

. A nonstatutory stock option is a stock option that either does not
meet the Internal Revenue Code criteria for qualifying incentive
stock options or is not intended to be an incentive stock option. It
triggers a tax upon exercise. This type of option requires payment of
state and federal income tax and, if applicable, FICA/FUTA on the
difference between the exercise price and the fair market value on
the exercise date.

. A restricted stock purchase award is our offer to sell our shares at a
price either at or near the fair market value of the shares. A stock
bonus, on the other hand, is a grant of our shares at no cost to the
recipient in consideration for past services rendered.

Under certain conditions the board may grant an incentive stock option to a
person who owns or is deemed to own stock possessing more than 10% of our
total combined voting power or the total combined voting power of an affiliate
of ours. The exercise price of an incentive stock option in such cases must be
at least 110% of the fair market value of the stock on the grant date and the
option term must be five years or less.

Limits on Option Grants. There are limits on the number of shares that the
board may grant under an option.

. Section 162(m) of the Internal Revenue Code, among other things, denies
a deduction to publicly held corporations for compensation paid to the
chief executive officer and the four highest compensated officers in a
taxable year to the extent that the compensation for each officer
exceeds $1,000,000. When we become subject to Section 162(m), in order
to prevent options granted under the incentive plan from being included
in compensation, the board may not grant options under the incentive
plan to an employee covering an aggregate of more than 1,333,333 shares
in any calendar year.

. In addition, an employee may not receive incentive stock options that
exceed the $100,000 per year limitation set forth in Section 422(d) of
the Internal Revenue Code. In calculating the $100,000 per year
limitation, we determine the aggregate number of shares under all
incentive stock options granted to that employee that will become
exercisable for the first time during a calendar year. For this purpose,
we include incentive stock options granted under the incentive plan as
well as under any other stock plans that our affiliates or we maintain.
We then determine the aggregate fair market value of the stock as of the
grant date of the option. Taking the options into account in the order
in which they were granted, we treat only the options covering the first
$100,000 worth of stock as incentive stock options. We treat any options
covering stock in excess of $100,000 as nonstatutory stock options.

Option Terms. The board may grant incentive stock options with an exercise
price of 100% or more of the fair market value of a share of our common stock
on the grant date. The exercise price of nonstatutory stock options may be 85%
or more of fair market value. If the value of our shares declines thereafter,
the board

52
<PAGE>

may offer optionholders the opportunity to replace their outstanding higher-
priced options with new lower-priced options. To the extent required by Section
162(m) of the Internal Revenue Code, the old repriced option is deemed to be
canceled and a new option granted, but both options will be counted against the
Section 162(m) limit discussed above.

The maximum option term is 10 years. Subject to this limitation, the board
may provide for exercise periods of any length in individual option grants.
However, generally an option terminates three months after the optionholder's
service to our affiliates and to us terminates. If this termination is due to
the optionholder's disability, the exercise period generally is extended to 12
months. If this termination is due to the optionholder's death or if the
optionholder dies within three months after his or her service terminates, the
exercise period generally is extended to 18 months following the optionholder's
death.

The board may provide for the transferability of nonstatutory stock options
but not incentive stock options. However, the optionholder may designate a
beneficiary to exercise either type of option following the optionholder's
death. If the optionholder does not designate a beneficiary, the optionholder's
option rights will pass by his or her will or by the laws of descent and
distribution.

Terms of Other Stock Awards. The board determines the purchase price of
other stock awards. However, the board may award stock bonuses in consideration
of past services without a purchase payment. Shares that we sell or award under
the incentive plan may, but need not be, restricted and subject to a repurchase
option in our favor in accordance with a vesting schedule that the board
determines. The board, however, may accelerate the vesting of the restricted
stock.

Other Provisions. Transactions not involving our receipt of consideration,
including a merger, consolidation, reorganization, stock dividend, and stock
split, may change the class and number of shares subject to the incentive plan
and to outstanding awards. In that event, the board will appropriately adjust
the incentive plan as to the class and the maximum number of shares subject to
the incentive plan, to the cap on the number of shares available for incentive
stock options, and to the Section 162(m) limit. It also will adjust outstanding
awards as to the class, number of shares and price per share subject to the
awards.

If we dissolve or liquidate, then outstanding stock awards will terminate
immediately prior to this event. However, we treat outstanding stock awards
differently in the following situations:

. a sale of substantially all of our assets;

. a merger or consolidation in which we are not the surviving corporation
(other than a merger or consolidation in which stockholders immediately
before the merger or consolidation have, immediately after the merger or
consolidation, greater stock voting power);

. a reverse merger in which we are the surviving corporation but the
shares of our common stock outstanding immediately preceding the merger
are converted by virtue of the merger into other property, whether in
the form of securities, cash or otherwise (other than a reverse merger
in which stockholders immediately before the merger have, immediately
after the merger, greater stock voting power); or

. any transaction or series of related transactions in which in excess of
50% of our voting power is transferred.

In these situations, the surviving entity will either assume or replace all
outstanding awards under the incentive plan. If it declines to do so, then
generally the vesting and exercisability of the awards will accelerate.

In addition, if a participant's service either is involuntarily terminated
without cause or is voluntarily terminated for good reason within 12 months
after one of the listed transactions, then a portion of vesting of an award
(and, if applicable, the exercisability of the award) will accelerate.

53
<PAGE>

Stock Awards Granted. As of June 20, 2000, options and stock purchase rights
to acquire a total of 3,884,757 shares of common stock are outstanding under
our stock plans, consisting of 3,838,461 stock options and 46,296 stock
purchase rights. Some of our options were immediately exercisable on the date
of the grant. Restricted shares issued for options exercised which are subject
to repurchase by us totaled 181,478 at June 20, 2000.

Plan Termination. The incentive plan will terminate in 2010 unless the board
terminates it sooner.

2000 Employee Stock Purchase Plan

On February 15, 2000, the board adopted the 2000 Employee Stock Purchase
Plan, authorizing the issuance of 400,000 shares of common stock pursuant to
purchase rights granted to our employees or to employees of any affiliate of
ours. The Purchase Plan is intended to qualify as an employee stock purchase
plan within the meaning of Section 423 of the Code. As of the date hereof, no
shares of common stock had been purchased under the Purchase Plan. The share
reserve for the plan is scheduled to increase each January 1 during the term of
the Purchase Plan by 3% of the lesser of the total number of shares of our
common stock outstanding on:

. such January 1; or

. the effective date of this offering.

The Purchase Plan is administered by the Board, but such administration may
be delegated to the compensation committee. The Purchase Plan provides a means
by which employees may purchase our common stock through payroll deductions.
The Purchase Plan is implemented by offerings of rights to eligible employees.
Generally, all regular employees, including executive officers, who work at
least 20 hours per week and are customarily employed by us or by an affiliate
of ours for at least five months per calendar year may participate in the
Purchase Plan and may authorize payroll deductions of up to 15% of their
earnings for the purchase of stock under the Purchase Plan. Under the plan, we
may specify offerings with a duration of not more than 27 months, and may
specify shorter purchase periods within each offering. The first offering will
begin on the effective date of this offering and be approximately 26 months in
duration with purchases occurring every six months. Unless otherwise determined
by the Board, common stock is purchased for accounts of employees participating
in the Purchase Plan at a price per share equal to the lower of:

. 85% of the fair market value of a share of our common stock on the date
of commencement of participation in this offering; or

. 85% of the fair market value of a share of our common stock on the date
of purchase.

Eligible employees may be granted rights only if the rights, together with
any other rights granted under employee stock purchase plans, do not permit
such employees' rights to purchase stock to accrue at a rate which exceeds
$25,000 of the fair market value of such stock for each calendar year in which
such rights are outstanding. No employee is eligible for the grant of any
rights under the Purchase Plan if immediately after such rights are granted,
such employee has voting power over 5% or more of our outstanding capital stock
(measured by vote or value).

Contigo 1999 Stock Option Plan.

In connection with our acquisition of Contigo, we have reserved 1,442,390
shares for outstanding options assumed under the Contigo 1999 Stock Option
Plan. The terms of this plan are discussed below. We do not anticipate granting
any additional options under this plan.

Administration. The board administers the option plan. The board has the
authority to construe, interpret and amend the option plan as well as to
determine:

. the grant recipients;

54
<PAGE>

. the grant dates;

. the number of shares subject to the award;

. the exercisability and vesting of the award;

. the exercise price;

. the type of consideration; and

. the other terms of the award.

Share Reserve. If the recipient of a stock award does not purchase the
shares subject to his or her stock award before the stock award expires or
otherwise terminates, the shares that are not purchased become available again
for issuance under the option plan.

Eligibility. The board may grant nonstatutory stock options to employees,
directors and consultants. A stock option is a contractual right to purchase a
specified number of shares at a specified price (exercise price) for a
specified period of time. A nonstatutory stock option is a stock option that
either does not meet the Internal Revenue Code criteria for qualifying
incentive stock options or is not intended to be an incentive stock option. It
triggers a tax upon exercise. This type of option requires payment of state and
federal income tax and, if applicable, FICA/FUTA on the difference between the
exercise price and the fair market value on the exercise date.

Limits on Option Grants. There are limits on the number of shares that the
board may grant under an option. Section 162(m) of the Internal Revenue Code,
among other things, denies a deduction to publicly held corporations for
compensation paid to the chief executive officer and the four highest
compensated officers in a taxable year to the extent that the compensation for
each officer exceeds $1,000,000. Subject to Section 162(m), in order to prevent
options granted under the option plan from being included in compensation, the
board may not grant options under the option plan to an employee covering an
aggregate of more than 260,000 shares in any calendar year.

Option Terms. The board may grant nonstatutory stock options with an
exercise price fixed by the board in its sole discretion. The board may provide
for exercise periods of any length in individual option grants, and it may
extend the period of time for which an option remains exercisable following an
optionee's termination of service. Shares that are granted under the option
plan may, but need not be, restricted and subject to repurchase in accordance
with a vesting schedule that the board determines. The board, however, may
accelerate the vesting of the stock.

Other Provisions. Transactions not involving the receipt of consideration,
including a recapitalization, stock dividend, stock split, combination of
shares and exchange of shares may change the class and number of shares subject
to the option plan and to outstanding awards. In that event, the board will
appropriately adjust the option plan as to the class and the maximum number of
shares subject to the option plan, and to the Section 162(m) limit. It also
will adjust outstanding awards as to the class, number of shares and price per
share subject to the awards.

Outstanding stock awards are treated differently in the following
situations:

. a sale of substantially all of the company's assets in liquidation or
dissolution;

. a merger or consolidation in which the company is not the surviving
corporation;

. a reverse merger in which the company is the surviving entity but in
which shares of more than 50% of the combined voting power are
transferred to holders different from those who held such shares
immediately before such merger.

In these situations, the surviving entity will either assume or replace all
outstanding awards under the option plan. If it declines to do so, then
generally the vesting and exercisability of the awards will accelerate.

55
<PAGE>

In addition, if a participant's service either is involuntarily terminated
for reasons other than misconduct or is voluntarily terminated for good reason
within 18 months after one of the listed transactions, then any vesting of an
award (and, if applicable, the exercisability of the award) will accelerate.

Plan Termination. The incentive plan will terminate in 2007 unless the board
terminates it sooner.

Contigo 1999 Section 25102(o) Stock Option/Stock Issuance Plan.

In connection with the Contigo acquisition, we have reserved 132,441 shares
for outstanding options assumed under the Contigo 1999 Section 25102(o) Stock
Option/Stock Issuance Plan. The terms of this plan are discussed below. We do
not anticipate granting any stock options or other stock issuance awards under
this plan if the merger is completed.

Administration. The board administers the plan unless it delegates
administration to a committee. The board has the authority to construe,
interpret and amend the plan as well as to determine:

. the grant recipients;

. the grant dates;

. the number of shares subject to the award;

. the exercisability and vesting of the award;

. the exercise price;

. the type of consideration; and

. the other terms of the award.

Share Reserve. If the recipient of a stock award does not purchase the
shares subject to his or her stock award before the stock award expires or
otherwise terminates, the shares that are not purchased again become available
for issuance under the incentive plan.

Eligibility. The board may grant stock options that qualify under Section
422 of the Internal Revenue Code to employees and to the employees of
affiliates. The board also may grant nonstatutory stock options, stock bonuses
and restricted stock purchase awards to employees, directors and consultants as
well as to the employees, directors and consultants of affiliates.

. An incentive stock option is a stock option that has met the
requirements of Section 422 of the Internal Revenue Code. This type of
option is free from regular tax at both the date of grant and the date
of exercise. However, the difference between the fair market value on
date of exercise and the exercise price is an item of alternative
minimum tax unless there is a disqualifying disposition in the year of
exercise. If two holding period tests are met -- two years between grant
date and sale date and one year between exercise date and sale date--all
profit on the sale of shares acquired by exercising the incentive stock
option is long-term capital gain income. However, if either of the
holding periods is not met, there has been a disqualifying disposition,
and a portion of any profit will be taxed at ordinary income rates.

. A nonstatutory stock option is a stock option that either does not meet
the Internal Revenue Code criteria for qualifying incentive stock
options or is not intended to be an incentive stock option. It triggers
a tax upon exercise. This type of option requires payment of state and
federal income tax and, if applicable, FICA/FUTA on the difference
between the exercise price and the fair market value on the exercise
date.

. A restricted stock purchase award is an offer to sell shares at a price
either at or near the fair market value of the shares. A stock bonus, on
the other hand, is a grant of shares at no cost to the recipient in
consideration for past services rendered.

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<PAGE>

Under certain conditions the board may grant an incentive stock option to a
person who owns or is deemed to own stock possessing more than 10% of the
total combined voting power or the total combined voting power of an
affiliate. The exercise price of an incentive stock option in these cases must
be at least 110% of the fair market value of the stock on the grant date, and
the option term must be five years or less.

Limits on Option Grants. There are limits on the number of shares that the
board may grant under an option.

. Section 162(m) of the Internal Revenue Code, among other things, denies
a deduction to publicly held corporations for compensation paid to the
chief executive officer and the four highest compensated officers in a
taxable year to the extent that the compensation for each the officer
exceeds $1,000,000. When subject to Section 162(m), in order to prevent
options granted under the incentive plan from being included in
compensation, the board may not grant options under the incentive plan
to an employee covering an aggregate of more than 110,720 shares in any
calendar year.

. In addition, an employee may not receive incentive stock options that
exceed the $100,000 per year limitation set forth in Section 422(d) of
the Internal Revenue Code. In calculating the $100,000 per year
limitation, the aggregate number of shares under all incentive stock
options granted to that employee that will become exercisable for the
first time during a calendar year is determined. For this purpose,
incentive stock options granted under the incentive plan as well as
under any other stock plans that are maintained by affiliates or the
company are included. The aggregate fair market value of the stock as of
the grant date of the option is then determined. Taking the options into
account in the order in which they were granted, only the options
covering the first $100,000 worth of stock is treated as incentive stock
options. Any options covering stock in excess of $100,000 are treated as
nonstatutory stock options.

The option is exercisable only by the optionee and is not assignable or
transferable other than by will or law of descent and distribution.

Terms of Other Stock Issuance Awards. The board determines the purchase
price of other stock awards. However, the board may award stock bonuses in
consideration of past services without a purchase payment. Shares that are
sold or awarded under the plan may, but need not be, subject to a right of
repurchase and a vesting schedule that the board determines. The board may not
impose a vesting schedule that is more restrictive than 20% per year vesting,
with initial vesting occurring not later than one year after issuance. The
board may accelerate the vesting of the restricted stock.

Other Provisions. Transactions not involving receipt of consideration,
including a recapitalization, stock dividend, stock split, combination of
shares, and exchange of shares may change the class and number of shares
subject to the incentive plan and to outstanding awards. In that event, the
board will appropriately adjust the plan as to the class and the maximum
number of shares subject to the incentive plan, to the cap on the number of
shares available for incentive stock options, and to the Section 162(m) limit.
It also will adjust outstanding awards as to the class, number of shares and
price per share subject to the awards.

Outstanding stock awards are treated differently in the following
situations:

. a sale of substantially all of the company's assets in complete
liquidation or dissolution;

. a merger or consolidation in which shares of more than 50% of the
combined voting power are transferred to holders different from those
who held such shares immediately before such transaction.

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<PAGE>

In these situations, the surviving entity will either assume or replace all
outstanding awards under the plan. If it declines to do so, then generally the
vesting and exercisability of the awards will accelerate.

Plan Termination. The incentive plan will terminate in 2009 unless the board
terminates it sooner.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stock option grants and stock issuances under our executive compensation
plan to our executive officers and directors are described in this prospectus
under the heading "Management--Compensation of Directors and--Executive
Compensation."

Purchases of Capital Stock

From April 1997 through June 2000, the following executive officers,
directors and holders of more than 5% of our voting securities purchased
securities in the amounts, on an as converted to common stock basis, and as of
the dates shown.

<TABLE>
<CAPTION>
Series A Series B Series C Series D
Common Preferred Preferred Preferred Preferred
Purchaser Stock Stock (1) Stock Stock Stock
--------- ---------------- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Directors and Executive
Officers
Paul A. Berberian (2)....... 20,000 1,980,000 -- 26,666 --
James M. LeJeal (3)......... 13,333 1,320,000 -- -- --
Todd Vernon................. -- 50,000 -- -- --
Byron R. Chrisman (4)....... 166,666 -- -- -- 66,666
Carol deB. Whitaker (5)..... 33,333 -- -- -- 11,333
5% or Greater Shareholders -- -- -- -- --
Centennial Ventures, (6).... -- -- 961,538 2,564,102 4,366,666
SOFTBANK Technology Ventures
(7)........................ -- -- 320,512 1,923,077 3,105,556
Highland Capital Partners
III Limited Partners (8)... -- -- -- 1,923,076 555,555
Intel Corporation........... -- -- -- -- 2,444,444
Pequot Private Equity Fund
II, L.P.................... -- -- -- -- 3,111,111
Price per share............. $ 0.15 $ 0.15 $ 0.78 $ 1.56 $ 4.50
Date(s) of purchase......... 4/97, 5/97, 7/99 4/97, 5/97 9/97, 10/97 5/98, 6/98 11/99, 12/99
</TABLE>
--------
(1) The Series A preferred stock was issued at the closing of the Series B
preferred financing upon the terms of convertible promissory notes issued
on the dates shown.
(2) Includes shares of Series C preferred stock purchased by the Berberian
Family Trust, Ani Berberian and Lori Pelantay.
(3) Includes shares of stock held by Karen LeJeal, LeJeal Investments, LLC and
James M. LeJeal Irrevocable Family Trust.
(4) Includes shares of common stock purchased by BMC Properties, LLC of which
Mr. Chrisman is a managing member. Mr. Chrisman is a former member of our
board of directors.

(5) Includes shares of common stock purchased by Whitko & Company, of which Ms.
Whitaker, one of our directors, is the founder and president.
(6) Includes shares purchased by the following entities: Centennial Fund V,
L.P., Centennial Entrepreneurs Fund V, L.P., Centennial Entrepreneurs Fund
VI, L.P., Centennial Fund VI, L.P., and Centennial Holdings I, LLC. Mr.
Halstedt, one of our directors, is a general partner of certain Centennial
Ventures entities.
(7) Includes shares purchased by the following entities affiliated with
SOFTBANK Technology Ventures: SOFTBANK Technology Ventures IV, L.P.,
SOFTBANK Technology Ventures V, L.P., SOFTBANK Technology Ventures Advisors
Fund V, L.P., SOFTBANK Technology Ventures Entrepreneurs' Fund V, L.P. and
SOFTBANK Technology Advisors Fund, L.P. Mr. Feld, one of our directors, is
a managing director of SOFTBANK Technology Ventures.
(8) Includes shares purchased by Highland Entrepreneurs' Fund Limited Partners.

We have entered into an amended and restated stockholders' agreement with
each of the purchasers of preferred stock shown above. This agreement provides
that these and other stockholders will have registration rights with respect to
their shares of common stock issuable upon conversion of their preferred stock
upon the consummation of this offering. Please see "Description of Capital
Stock--Registration Rights" for a more detailed discussion of these rights.

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<PAGE>

Bridge Loans

On March 31, 1998, we borrowed $250,000 from certain Centennial Ventures
entities and $250,000 from affiliates of SOFTBANK Technology Ventures under the
terms of convertible promissory notes. The promissory notes accrued interest at
a rate of 10% per annum and converted into an aggregate of 487,355 shares of
our Series C Preferred Stock on May 27, 1998, which will convert into 324,903
shares of common stock upon the closing of this offering. In connection with
our issuance of the convertible promissory notes, we issued warrants to
purchase an aggregate of 12,018 shares of our Series C preferred to these
entities, which will convert into warrants to purchase 8,012 shares of common
stock upon the closing of this offering. These warrants have an exercise price
of $1.56 per common share and are expected to be exercised prior to the closing
of this offering. Mr. Halstedt, one of our directors, is a general partner of
certain Centennial Ventures entities and Mr. Feld, another of our directors, is
a managing director of SOFTBANK Technology Ventures.

Leases

In March 1997, we entered into a contract with BMC Properties, LLC for the
lease of 4,295 square feet of office space at 5777 Central Avenue, Boulder,
Colorado 80301. This lease commenced in June 1997 and expires in May 2002. In
1997, 1998 and 1999, we paid an aggregate of $54,908, $103,635 and $118,273 to
BMC Properties, LLC and expect to pay an aggregate of $111,108 in 2000,
$111,108 in 2001 and $46,295 in 2002. Byron Chrisman, a former director of
ours, is a managing member of BMC Properties LLC.

In June 1999, we entered into a contract with BLC Properties, LLC for the
lease of our principal executive offices at 1157 Century Drive, Louisville,
Colorado 80027. This lease commenced in October 1999 and has a term of 10
years. Under this lease, we have agreed to pay rent of $50,110 per month
subject to an annual adjustment for inflation based on the consumer price
index. We also pay the operating expenses related to this building which vary
on a monthly basis. Messrs. Berberian, Chrisman, and LeJeal are members of BLC
Properties, LLC.

We believe that each of the transactions described above was carried out on
terms that were no less favorable to us than those that would have been
obtained from unaffiliated third parties. Any future transactions between us
and any of our directors, officers or principal stockholders will be on terms
no less favorable to us than could be obtained from unaffiliated third parties
and will be approved by a majority of the independent and disinterested members
of the board of directors.

For information concerning indemnification of directors and officers see
"Description of Securities--Limitation of Liability and Indemnification
Matters."

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<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to beneficial
ownership of our common stock as of June 20, 2000 for:

. each person, or group of affiliated persons, known to us to own
beneficially more than five percent of the common stock;

. each of our directors, named executive officers and our director
nominee; and

. all of our directors, executive officers and our director nominee as a
group.

The information has been adjusted to reflect the sale of the common stock in
this offering, the automatic conversion of all outstanding shares of preferred
stock into common stock upon this offering. The information assumes no exercise
of the underwriter's over-allotment option.

In accordance with the rules of the Securities and Exchange Commission, the
following table gives effect to the shares of common stock that could be issued
upon the exercise of outstanding options within 60 days of June 20, 2000. In
computing the number of shares beneficially owned by a person, shares of common
stock that are subject to our right of repurchase at the original exercise
price paid per share, or such shares that are subject to exercisable but
unvested options, are not included. Unvested options are immediately
exercisable upon grant, provided that upon the optionee's cessation of service,
any unvested shares are subject to repurchase by us at the original exercise
price per share. Unless otherwise noted in the footnotes to the table and
subject to community property laws where applicable, the following individuals
have sole voting and investment control with respect to the shares beneficially
owned by them.

The address of each individual listed in the table is Evoke Communications,
Inc. 1157 Century Drive, Louisville, Colorado 80027. As of June 20, 2000, we
had 266 stockholders of record and 39,734,594 shares of our common stock and
preferred stock convertible into common stock outstanding. An asterisk
indicates ownership of less than one percent.

<TABLE>
<CAPTION>
Percent of Shares
Beneficially Owned
Number of Shares ------------------------------
Beneficial Owners Beneficially Owned Before Offering After Offering
----------------- ------------------ --------------- --------------
<S> <C> <C> <C>
Paul A. Berberian (1)....... 2,026,666 5.1 4.3
James M. LeJeal (2)......... 1,333,333 3.4 2.9
Todd Vernon (3)............. 194,444 * *
Centennial Fund V, L.P.
(4)........................ 4,312,646 10.9 9.2
Centennial Fund VI, L.P.
(5)........................ 3,161,615 8.0 6.8
SOFTBANK Technology Ventures
IV L.P. (6)................ 5,353,152 13.5 11.5
Highland Capital Partners
III Limited Partners (7)... 2,478,631 6.2 5.3
Intel Corporation (8)....... 2,444,444 6.2 5.2
Pequot Private Equity Fund
II, L.P. (9)............... 3,111,111 7.8 6.7
Steven Halstedt (10)........ 7,898,535 19.9 16.9
Donald Hutchison (11)....... 105,926 * *
Bradley A. Feld (12)........ 5,377,596 13.5 11.5
Andre Meyer (13)............ 4,444 * *
Dr. Massih Tayebi (14)...... 50,740 * *
Carol deB. Whitaker (15).... 106,506 * *
All executive officer and
directors
as a group (9 persons)
(16)....................... 17,098,190 43.0 36.6
</TABLE>
--------
(1) Includes 18,666 shares held by the Berberian Family Trust, 5,333 shares
held by Ani Berberian and 5,333 shares held by Lori Pelantay. Excludes
133,333 shares that are subject to options that are unvested but
exercisable within 60 days of June 20, 2000.
(2) Includes 318,500 shares held by Karen LeJeal, 955,500 shares held by
LeJeal Investments, LLC and 46,000 shares held by James M. LeJeal
Irrevocable Family Trust. Excludes 133,333 shares that are subject to
options that are unvested but exercisable within 60 days of June 20, 2000.

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<PAGE>

(3) Includes 216,667 shares subject to options exercisable within 60 days of
June 20, 2000. Excludes 83,055 shares that are subject to options that are
unvested but exercisable within 60 days of June 20, 2000.
(4) Includes 3,886 shares subject to a warrant held by Centennial Fund V,
L.P.. Excludes 105,768 shares and 120 shares subject to a warrant held by
Centennial Entrepreneurs Fund V, L.P., 3,161,615 shares held by Centennial
Fund VI, L.P., 83,200 shares held by Centennial Entrepreneurs Fund VI,
L.P., 66,560 shares held by Centennial Holdings I, LLC and 166,401 shares
held by Centennial Strategic Partners VI, L.P. Centennial Fund V has no
voting or investment power over the excluded shares and disclaims
beneficial ownership of them. Centennial Entrepreneurs Fund V, LP
disclaims beneficial ownership of the shares held by Centennial Fund V.
Centennial Holdings V, LLC is the sole general partner of Centennial Fund
V and Centennial Entrepreneurs Fund V, and, accordingly, may be deemed to
be the indirect beneficial owner of the shares of common stock they hold
by virtue of its authority to make decisions regarding the voting and
disposition of such shares. Mr. Halstedt, one of our directors, is one of
four general partners of Centennial Holdings V, has no voting or
investment over any of these shares and disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest therein. The
address of Centennial Fund V is 1428 Fifteenth Street, Denver, Colorado
80202.
(5) Excludes 4,308,760 shares and 3,886 shares subject to a warrant held by
Centennial Fund V, L.P. and 105,768 shares and 120 shares subject to a
warrant held by Centennial Entrepreneurs Fund V, L.P., 83,200 shares held
by Centennial Entrepreneurs Fund VI, L.P., 66,560 shares held by
Centennial Holdings I, LLC and 166,401 shares held by Centennial Strategic
Partners VI, L.P. Centennial Fund VI has no voting or investment power
over the excluded shares and disclaims beneficial ownership of them.
Centennial Entrepreneurs Fund VI, LP disclaims beneficial ownership of the
shares held by Centennial Fund VI. Centennial Holdings VI, LLC is the sole
general partner of Centennial Fund VI and Centennial Entrepreneurs Fund
VI, and, accordingly, may be deemed to be the indirect beneficial owner of
the shares of common stock they hold by virtue of its authority to make
decisions regarding the voting and disposition of such shares. Mr.
Halstedt, one of our directors, is one of four general partners of
Centennial Holdings VI, has no voting or investment over any of these
shares and disclaims beneficial ownership of these shares except to the
extent of his pecuniary interest therein. The address of Centennial Fund
VI is 1428 Fifteenth Street, Denver, Colorado 80202.
(6) Consists of 3,722,304 shares and 3,926 shares subject to a warrant held by
SOFTBANK Technology Ventures IV, L.P., 1,485,874 shares held by SOFTBANK
Technology Ventures V, L.P., 40,196 shares held by SOFTBANK Technology
Ventures Advisors Fund V, L.P., 27,068 shares held by SOFTBANK Technology
Ventures Entrepreneurs Fund V, L.P. and 74,063 shares and 80 shares
subject to a warrant held by SOFTBANK Technology Advisors Fund L.P. The
address of SOFTBANK Technology Ventures IV L.P. is 200 W. Evelyn Avenue,
Suite 200, Mountain View, California 94043.
(7) Includes 99,144 shares held by Highland Entrepreneurs' Fund Limited
Partners. Highland Management Partners III, L.P. is the general partner of
Highland Capital Partners III Limited Partnership. Messrs. Daniel Nova,
Robert Higgins, Paul Maeder and Wycliffe Grousbeck are the general
partners of Highland Management Partners III, L.P. and may be considered
to share the beneficial ownership of the shares owned by Highland Capital
Partners III Limited Partnership. Messrs. Nova, Higgins, Maeder and
Grousbeck disclaim beneficial ownership of these shares except to the
extent of their pecuniary interest therein if any. The address of Highland
Capital Partners III Limited Partners is Two International Place, Boston,
Massachusetts 02110.
(8) The address of Intel Corporation is 2200 Mission College Boulevard, Santa
Clara, California 95052.
(9) Pequot Capital Management, Inc. may be considered a beneficial owner of
these shares as a result of its power to control Pequot Private Equity
Fund II, L.P. The address of Pequot Private Equity Fund II, L.P. is 500
Nyala Farm Road, Westport, Connecticut 06880.
(10) Includes 4,308,760 shares and 3,886 shares subject to a warrant held by
Centennial Fund V, L.P., 105,768 shares and 120 shares subject to a
warrant held by Centennial Entrepreneurs Fund V, L.P., 3,161,615 shares
held by Centennial Fund VI, L.P., 83,200 shares held by Centennial
Entrepreneurs Fund VI, L.P. and 66,560 shares held by Centennial Holdings
I, LLC and 166,401 shares held by Centennial Strategic Partners VI, L.P.
Mr. Halstedt, one of our directors, is a general partner or managing
principal of certain Centennial Ventures entities, but disclaims
beneficial ownership of the shares held by these entities except to the
extent of his indirect pecuniary interest therein. Also includes 1,481
shares subject to options exercisable within 60 days of June 20, 2000.
Excludes 23,704 shares that are subject to options that are unvested but
exercisable within 60 days of June 20, 2000. Mr. Halstedt holds such
options for the benefit of certain Centennial Ventures entities.
(11) Includes 5,926 shares subject to options exercisable within 60 days of
June 20, 2000. Excludes 47,407 shares that are subject to options that are
unvested but exercisable within 60 days of June 20, 2000.
(12) Includes 3,722,304 shares and 3,926 shares subject to a warrant held by
SOFTBANK Technology Ventures IV, L.P., 1,485,874 shares held by SOFTBANK
Technology Ventures V, L.P., 40,196 shares held by SOFTBANK Technology
Ventures Advisors Fund V, L.P., 27,068 shares held by SOFTBANK Technology
Ventures Entrepreneurs Fund V, L.P. and 74,063 shares and 80 shares
subject to a warrant held by SOFTBANK Technology Advisors Fund L.P. Mr.
Feld, one of our directors, is a managing director of SOFTBANK Technology
Ventures and disclaims beneficial ownership of the shares held by these
entities except to the extent of his pecuniary interest therein. Also
includes 24,444 shares subject to options exercisable within 60 days of
June 20, 2000. Excludes 28,888 shares that are subject to options that are
unvested but exercisable within 60 days of June 20, 2000.

(13) Includes 4,444 shares subject to options exercisable within 60 days of
June 20, 2000. Excludes 48,888 shares that are subject to options that are
unvested but exercisable within 60 days of June 20, 2000.
(14) Includes 50,740 shares subject to options and stock issuance rights
exercisable within 60 days of June 20, 2000. Excludes 48,888 shares that
are subject to options that are unvested but exercisable within 60 days of
June 20, 2000.

(15) Includes 11,333 shares held by Whitko & Company and 44,444 shares subject
to options exercisable within 60 days of June 20, 2000. Excludes 42,222
shares that are subject to options that are unvested but exercisable
within 60 days of June 20, 2000.
(16) Includes shares described in the notes above, as applicable.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of our securities reflects changes that will be
made to our certificate of incorporation and bylaws upon the closing of this
offering. We have filed our restated certificate of incorporation and amended
and restated bylaws as exhibits to the registration statement of which this
prospectus is a part. Upon the effectiveness of this offering, our authorized
capital stock will consist of 200 million shares of common stock, par value
$.0015 per share, and 10 million shares of preferred stock, par value $.01 per
share.

Common Stock

As of June 20, 2000, there are 39,734,594 shares of common stock outstanding
assuming the conversion of all outstanding shares of preferred stock and held
of record by 266 stockholders. Upon the closing of this offering, there will be
46,734,594 shares of common stock outstanding assuming no exercise of the
underwriters' over-allotment option.

Holders of common stock are entitled to one vote for each share on all
matters submitted to a vote of stockholders. Holders of common stock are not
entitled to cumulative voting rights in the election of directors, which means
that the holders of a majority of the outstanding common stock voting for the
election of directors can elect all directors then being elected. Accordingly,
minority stockholders will not be able to elect directors on the basis of their
votes alone. Subject to preferences that may be applicable to any then-
outstanding shares of preferred stock, holders of common stock are entitled to
receive ratably dividends as may be declared by our board of directors. In the
event we liquidate, dissolve or wind up our affairs, holders of common stock
are entitled to share ratably in all of our assets remaining after payment of
liabilities and the liquidation preferences of any then-outstanding shares of
preferred stock. Holders of common stock have no preemptive, subscription,
redemption or conversion rights.

Preferred Stock

Our board of directors is authorized, without further stockholder approval,
to issue up to an aggregate of 10,000,000 shares of preferred stock in one or
more series. The board of directors may fix or alter the designations,
preferences, rights and any qualifications, limitations or restrictions of the
shares of each such series, and the dividend rights, dividend rates, conversion
rights, voting rights, terms of redemption, redemption price or prices and
liquidation preferences. The issuance of preferred stock could:

. adversely affect the voting power of holders of common stock;

. adversely affect the likelihood that the holders of common stock will
receive dividend payments and payments upon liquidation; and

. delay, defer or prevent a change in control.

We have no present plans to issue any shares of preferred stock.

Warrants

As of June 20, 2000, we had outstanding warrants to purchase an aggregate of
78,525 shares of common stock at weighted average exercise price of $1.94 per
share to certain principal stockholders and certain other investors. Warrants
to purchase 8,012 shares of our common stock expire upon the closing of this
offering, warrants to purchase 57,692 shares expire on the date five years from
the closing of this offering, warrants to purchase 10,017 shares expire on
September 29, 2004 and the remaining warrants to purchase 2,804 shares expire
on May 20, 2008. All shares of common stock issuable upon exercise of the
warrants carry registration rights, as discussed in the next section.

We also have issued Microsoft Corporation a warrant to purchase 572,277
shares of our preferred stock, on an as converted basis, at an exercise price
equal to the lesser of $15.00 per common share or the initial

63
<PAGE>

public offering price of the shares offered hereby. This warrant is immediately
exercisable and has a term of three years. The warrant contains anti-dilution
provisions providing for adjustments of the exercise price and the number of
shares of common stock underlying the warrant upon the occurrence of any
recapitalization, reclassification, stock dividend, stock split, stock
combination or similar transaction. The shares issuable upon exercise of this
warrant carry registration rights, as discussed below.

Registration Rights

After this offering, the holders of at least 33% of 31,330,318 shares of
common stock (including shares issuable upon exercise of the warrants described
above) have the right to demand that we register their shares, subject to
certain limitations, up to four times under the Securities Act of 1933 on Form
S-1 or any similar form, and an unlimited number of times on Form S-3 or any
similar form. In addition, holders of 34,635,126 shares of our common stock are
entitled to piggyback registration rights with respect to any public offering
registration statement we file under the Securities Act following this offering
for our own account or for the account of holders exercising demand
registration rights, with certain limitations. We are generally required to
bear all of the expenses of these registrations, except underwriting discounts
and commissions. Registration of any of the shares of common stock entitled to
these registration rights would result in such shares becoming freely tradable
without restriction under the Securities Act. Upon completion of this offering,
the registration rights with respect to the shares held by any stockholder will
terminate if the stockholder holds less than 5% of the then-outstanding shares
of common stock and the stockholder's shares are entitled to be resold without
restriction under Rule 144 promulgated under the Securities Act.

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our
Certificate of Incorporation and Bylaws

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, which generally prohibits a publicly-held Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for
a period of three years after the date of the transaction in which the person
became an interested stockholder, unless the interested stockholder attained
that status with the approval of the corporation's board of directors or unless
the business combination is approved in a prescribed manner. "Business
combinations" include mergers, asset sales and other transactions resulting in
a financial benefit to the interested stockholder. With certain exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, fifteen percent (15%) or more
of a corporation's voting stock. This statute could prohibit or delay the
accomplishment of mergers or other takeover or change-in-control attempts and,
accordingly, may discourage attempts to acquire us.

The following provisions of our restated certificate of incorporation and
amended and restated bylaws that will become effective upon the closing of this
offering may have an anti-takeover effect and may delay or prevent a tender
offer or takeover attempt that a stockholder might consider to be in its best
interest, including attempts that might result in a premium over the market
price for the common stock:

Classified Board of Directors. Our board of directors will be divided into
three classes. The directors in class I will hold office until the first annual
meeting of stockholders following this offering, the directors in class II will
hold office until the second annual meeting of stockholders following this
offering, and the directors in class III will hold office until the third
annual meeting of stockholders following this offering. After each such
election, the directors in that class will serve for terms of three years. The
classification system of electing directors may tend to discourage a third
party from making a tender offer or otherwise attempting to obtain control of
us and may maintain the incumbency of the board of directors, since such
classification generally increases the difficulty of replacing a majority of
the directors.

Board of Director Vacancies. The board of directors is authorized to fill
vacant directorships and to increase the size of the board of directors. This
may deter a stockholder from removing incumbent directors and simultaneously
gaining control of the board of directors by filling the resulting vacancies
with its own nominees.

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<PAGE>

Stockholder Action; Special Meetings of Stockholders. Our stockholders will
not be permitted to take action by written consent, but only at duly called
annual or special meetings of stockholders. In addition, special meetings of
stockholders may be called only by the chairman of the board, the chief
executive officer or a majority of the board of directors.

Advance Notice Requirements for Stockholder Proposals and Director
Nominations. Stockholders seeking to bring business before an annual meeting of
stockholders, or to nominate candidates for election as directors at an annual
meeting of stockholders, must deliver a written notice to our principal
executive offices within a prescribed time period. Our amended and restated
bylaws also set forth specific requirements as to the form and content of a
stockholder's notice. These provisions may preclude stockholders from bringing
matters before an annual meeting of stockholders or from making nominations for
the election of directors at an annual meeting of stockholders.

Authorized but Unissued Shares. The authorized but unissued shares of common
stock and preferred stock are available for future issuance without stockholder
approval, subject to limitations imposed by the Nasdaq National Market. We may
use these additional shares for a variety of corporate purposes, including
future public offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common
stock and preferred stock could render more difficult or discourage an attempt
to obtain control of us by means of a proxy contest, tender offer, merger or
otherwise.

Limitation of Liability and Indemnification

Our bylaws provide that we will indemnify our directors and executive
officers and may indemnify our other officers, employees and agents to the
fullest extent permitted by Delaware law. In addition, our certificate of
incorporation provides that, to the fullest extent permitted by Delaware law,
our directors will not be liable for monetary damages for breach of the
directors' fiduciary duty to us and our stockholders. This provision of the
certificate of incorporation does not eliminate the duty of care. In
appropriate circumstances equitable remedies such as an injunction or other
forms of non-monetary relief are available under Delaware law. This provision
also does not affect a director's responsibilities under any other laws, such
as the federal securities laws.

Each director will continue to be subject to liability for:

. breach of the director's duty of loyalty to Evoke and its
stockholders;

. acts or omissions not in good faith or involving intentional
misconduct;

. knowing violations of law;

. any transaction from which the director derived an improper personal
benefit;

. improper transactions between the director and Evoke; and

. improper distributions to stockholders and improper loans to
directors and officers.

We intend to enter into indemnity agreements with each of our directors and
executive officers under which each director and executive officer will be
indemnified against expenses and losses incurred for claims brought against
them by reason of their being a director or executive officer of Evoke. Our
board of directors has authorized the officers of Evoke to investigate and
obtain directors' and officers' liability insurance.

There is no pending litigation or proceeding involving a director or officer
of Evoke as to which indemnification is being sought. We are not aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and control
persons of Evoke pursuant to the foregoing provisions, or otherwise, Evoke has
been advised that in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act of 1933, and is, therefore,
unenforceable.

65
<PAGE>

Listing

Our common stock has been approved for quotation on the Nasdaq National
Market under the symbol "EVOK".

Transfer Agent and Registrar

We have appointed Wells Fargo Shareowner Services to serve as the transfer
agent and registrar for the common stock.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. Market sales of shares or the availability of shares for sale may
decrease the market price of our common stock prevailing from time to time.
Nevertheless, sales of substantial amounts of common stock in the public
market, or the perception that such sales could occur, could adversely affect
the market price of the common stock and could impair our future ability to
raise capital through the sale of our equity securities.

Upon the closing of this offering, we will have a total of 46,734,594 shares
of common stock outstanding, assuming no exercise of the underwriters' over-
allotment option and no exercise of options or warrants. Of the outstanding
shares, the 7,000,000 shares being sold in this offering will be freely
tradable, except that any shares held by our "affiliates" may only be sold in
compliance with the limitations described below.

Of the 4,425,176 shares that we issued in connection with the acquisition of
Contigo, 442,517 will be placed in escrow until June 16, 2001, at which time
they will be freely tradeable without restriction. The remaining 3,982,659
shares issued in the Contigo acquisition will be freely tradeable, subject to
the lock-up agreements described below, and except that shares held by
affiliates of Contigo will be subject to the volume limitations of Rule 144
described below.
The remaining 39,734,594 shares of common stock will be "restricted
securities" that may be sold in the public market only if they are registered
under the Securities Act or if they qualify for an exemption from registration
under Rule 144, 144(k) or 701 promulgated under the Securities Act. Subject to
the lock-up agreements described below and the provisions of Rules 144, 144(k)
and 701, additional shares will become available for sale in the public market
as follows:

. no shares may be sold prior to 180 days from the date of this
prospectus;

. 31,322,401 shares will have been held long enough to be sold under Rule
144 or Rule 701 beginning 181 days after the date of this prospectus;
and

. the remaining shares may be sold under Rule 144 or 144(k) once they have
been held for the required time.

In general, under Rule 144, a person (or persons whose shares are required
to be aggregated), including an affiliate, who has beneficially owned shares
for at least one year is entitled to sell, within any three-month period
commencing 90 days after the date of this prospectus, a number of shares that
does not exceed the greater of:

. 1% of the then-outstanding shares of common stock (approximately
6,200,000 shares immediately after this offering) or

. the average weekly trading volume of the common stock during the four
calendar weeks preceding the date on which notice of that sale is filed.

In addition, a person who is not considered an affiliate of ours at any time
during the 90 days preceding a sale and who has beneficially owned the shares
proposed to be sold for at least two years is entitled to sell such shares
under Rule 144(k) without regard to the volume limitations described above.

In addition, following the closing of this offering, we intend to file a
registration statement to register for resale the 12,066,666 shares of common
stock available for issuance under our stock plans and the 1,574,831 shares
subject to options outstanding under Contigo's option plans. Accordingly,
shares issued under those plans will become eligible for resale in the public
market from time to time, subject to the lock-up agreements described below
and, in the case of our affiliates, the volume limitations of Rule 144
described above.

67
<PAGE>

Our directors, officers and substantially all of our stockholders have
agreed that they will not sell any shares of common stock without the prior
written consent of Salomon Smith Barney for a period of 180 days from the date
of this prospectus. However, Salomon Smith Barney, in its sole discretion, may
release all or some portion of the securities subject to lock-up agreements.
Please refer to our discussion in "Underwriting" for further discussion of
these agreements.

We have agreed not to sell or otherwise dispose of any shares of common
stock during the 180-day period following the date of this prospectus, other
than the grant of options and purchase rights under our stock plans and the
issuance of common stock pursuant thereto.

Following this offering, certain of our stockholders will have rights to
have their shares of common stock registered for resale under the Securities
Act. The exercise of these rights may decrease the market price of our common
stock. Please refer to our discussion in "Description of Securities--
Registration Rights" for further discussion of these registration rights.

68
<PAGE>

UNITED STATES TAX CONSEQUENCES TO
NON-UNITED STATES HOLDERS

The following is a general discussion of the material United States federal
income and estate tax consequences of the ownership and disposition of our
common stock applicable to Non-United States Holders of this common stock. For
the purpose of this discussion, a Non-United States Holder is any holder that
for U.S. federal income tax purposes is:

. an individual that is a non-resident alien;

. a corporation or other entity taxable as a corporation created or
organized under non-U.S. law; or

. an estate or trust that is not taxable in the United States on its
worldwide income.

If a partnership holds our common stock, the tax treatment of each partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner of a partnership holding our common stock,
you should consult your tax advisor.

This discussion does not address all aspects of U.S. federal income and
estate taxation that may be relevant in light of your particular facts and
circumstances, such as being a U.S. expatriate, and does not address any tax
consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction. Furthermore, the following discussion is based on current
provisions of the Internal Revenue Code of 1986, as amended, and administrative
and judicial interpretations thereof, all as in effect on the date hereof, and
all of which are subject to change, possibly with retroactive effect. We have
not and will not seek a ruling from the Internal Revenue Service with respect
to the U.S. federal income and estate tax consequences described below, and as
a result, there can be no assurance that the Internal Revenue Service will not
disagree with or challenge any of the conclusions set forth in this discussion.

Dividends

Any dividends we pay to a Non-United States Holder generally will be subject
to U.S. withholding tax either at a rate of 30% of the gross amount of the
dividends or such lower rate as may be specified by an applicable tax treaty.
Dividends received by a Non-United States Holder that are effectively connected
with a U.S. trade or business conducted by the Non-United States Holder (or, if
a tax treaty applies, are attributable to a U.S. permanent establishment of the
Non-United States Holder) are exempt from such withholding tax, provided that
the Non-United States Holder furnishes to us or our paying agent a duly
completed Form 4224 or W-8ECI (or substitute form). However, those effectively
connected dividends, net of certain deductions and credits, are taxed at the
same graduated rates applicable to U.S. persons.

In addition to the graduated tax described above, dividends received by a
corporate Non-United States Holder that are effectively connected with a U.S.
trade or business of such Non-United States Holder may also be subject to a
branch profits tax at a rate of 30% or such lower rate as may be specified by
an applicable tax treaty.

A Non-United States Holder of our common stock that is eligible for a
reduced rate of withholding tax pursuant to a tax treaty must furnish to us or
our paying agent a duly completed Form 1001 or Form W-8BEN (or substitute form)
certifying to its qualification for such rate.

Gain on Disposition of Common Stock

A Non-United States Holder generally will not be subject to U.S. federal
income tax on any gain realized upon the sale or other disposition of our
common stock unless:

. the gain is effectively connected with a U.S. trade or business of the
Non-United States Holder or, if a tax treaty applies, is attributable to
a U.S. permanent establishment maintained by the Non-United States
Holder (which gain, in the case of a corporate Non-United States Holder,
must also be taken into account for branch profits tax purposes);

69
<PAGE>

. the Non-United States Holder is an individual who holds his or her
common stock as a capital asset (generally, an asset held for investment
purposes) and is present in the United States for a period or periods
aggregating 183 days or more during the calendar year in which the sale
or disposition occurs and certain other conditions are met; or

. we are or have been a "United States real property holding corporation"
for United States federal income tax purposes at any time within the
shorter of the five-year period preceding the disposition or the
holder's holding period for its common stock. We believe that we are not
currently and will not become a "United States real property holding
corporation" for United States federal income tax purposes.

Backup Withholding and Information Reporting

Generally, we must report annually to the Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the
amount, if any, of tax withheld. A similar report is sent to the holder.
Pursuant to tax treaties or other agreements, the Internal Revenue Service may
make its reports available to tax authorities in the recipient's country of
residence.

Dividends paid to a Non-United States Holder at an address within the U.S.
may be subject to backup withholding at a rate of 31% if the Non-United States
Holder fails to establish that it is entitled to an exemption or to provide a
correct taxpayer identification number and other information to the payer.
Backup withholding will generally not apply to dividends paid to Non-United
States Holders at an address outside the U.S. on or prior to December 31, 2000,
unless the payer has knowledge that the payee is a United States person. Under
new Treasury Regulations regarding withholding and information reporting,
payment of dividends to Non-United States Holders at an address outside the
U.S. after December 31, 2000 may be subject to backup withholding at a rate of
31% unless such Non-United States Holder satisfies various certification
requirements.

Under current Treasury Regulations, the payment of proceeds from the
disposition of common stock to or through the U.S. office of a broker is
subject to information reporting and backup withholding at a rate of 31% unless
the holder certifies its non-U.S. status under penalties of perjury or
otherwise establishes an exemption. Generally, the payment of proceeds from the
disposition by a Non-United States Holder of common stock outside the U.S. to
or through a foreign office of a broker will not be subject to backup
withholding but will be subject to information reporting requirements if the
broker is:

. a U.S. person;

. a "controlled foreign corporation" for U.S. federal income tax purposes;

. a foreign person 50% or more of whose gross income for certain periods
is from the conduct of a U.S. trade or business; or

. after December 31, 2000, a foreign partnership with certain connections
to the United States,

unless the broker has documentary evidence in its files of the holder's non-
U.S. status and certain other conditions are met, or the holder otherwise
establishes an exemption. Neither backup withholding nor information reporting
generally will apply to a payment of proceeds from the disposition of common
stock by or through a foreign office of a foreign broker not subject to the
preceding sentence.

In general, the final Treasury Regulations, described above, do not
significantly alter the substantive withholding and information reporting
requirements but would alter the procedures for claiming benefits of an income
tax treaty and change the certifications procedures relating to the receipt by
intermediaries of payments on behalf of the beneficial owner of shares of
common stock. Non-United States Holders should consult their tax advisors
regarding the effect, if any, of those final Treasury Regulations on an
investment in common stock. Those final Treasury Regulations are generally
effective for payments made after December 31, 2000.

Backup withholding is not an additional tax. Rather, the regular tax
liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained, provided that the required information is furnished to
the Internal Revenue Service.

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<PAGE>

Estate Tax

An individual Non-United States Holder who owns common stock at the time of
his or her death or has made certain lifetime transfer of an interest in common
stock will be required to include the value of that common stock in such
holder's gross estate for United States federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise.

The foregoing discussion is a summary of the principal federal income and
estate tax consequences of the ownership, sale or other disposition of common
stock by Non-United States Holders. This discussion is not exhaustive, and does
not address the tax consequences of ownership, sale or other disposition for
all types of Non-United States Holders. Accordingly, investors are urged to
consult their own tax advisors with respect to the income tax consequences of
the ownership and disposition of common stock, including the application and
effect of the laws of any state, local, foreign or other taxing jurisdiction.

71
<PAGE>

UNDERWRITING

General

Subject to the terms and conditions stated in the underwriting agreement
dated the date of this prospectus, each underwriter named below has severally
agreed to purchase, and we have agreed to sell to each underwriter, the number
of shares set forth opposite the name of that underwriter.

<TABLE>
<CAPTION>
Number
Name of shares
---- ----------
<S> <C>
Salomon Smith Barney Inc......................................
FleetBoston Robertson Stephens Inc............................
Thomas Weisel Partners LLC....................................
CIBC World Markets Corp.......................................
-------
Total.......................................................
-------
</TABLE>

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in this offering are subject to
approval of particular legal matters by counsel and to other conditions. The
underwriters are obligated to purchase all the shares, other than those covered
by their over-allotment option described below, if they purchase any of the
shares.

The underwriters, for whom Salomon Smith Barney Inc., FleetBoston Robertson
Stephens Inc., Thomas Weisel Partners LLC and CIBC World Markets Corp. are
acting as representatives, propose to offer some of the shares directly to the
public at the public offering price set forth on the cover page of this
prospectus and some of the shares to certain dealers at the public offering
price less a concession not in excess of $ per share. The underwriters may
allow, and such dealers may reallow, a discount not in excess of $ per share
on sales to certain other dealers. If all the shares are not sold at the
initial offering price, the underwriters may change the public offering price
and other selling terms. The representatives have advised us that the
underwriters do not intend to confirm any sales to any accounts over which they
exercise discretionary authority.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to 1,050,000 additional shares of
our common stock at the public offering price less the underwriting discount.
The underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent this
option is exercised, each underwriter will be obligated, subject to some
conditions, to purchase a number of additional shares approximately
proportionate to such underwriter's initial purchase commitment.

At our request, the underwriters will reserve up to 490,000 shares of our
common stock to be sold, at the initial public offering price, to our
directors, officers and employees, as well as to some of our customers and
suppliers and individuals associated or affiliated with our directors,
customers and suppliers. This directed share program will be administered by
Salomon Smith Barney Inc. The number of shares of common stock available for
sale to the general public will be reduced to the extent these individuals
purchase any reserved shares. Any reserved shares which are not so purchased
will be offered by the underwriters to the general public on the same basis as
the other shares offered by this prospectus. We have agreed to indemnify the
underwriters against certain liabilities and expenses, including liabilities
under the Securities Act of 1933 in connection with sales of the directed
shares.

We, our officers and directors and holders of most of our stock have agreed
that, for a period of 180 days from the date of this prospectus, we will not,
without the prior written consent of Salomon Smith Barney Inc., dispose of or
hedge, any shares of our common stock or any securities convertible into, or
exercisable or exchangeable for, our common stock. Salomon Smith Barney Inc.,
in its sole discretion, may release any of the securities subject to these
lock-up agreements at any time without notice.

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<PAGE>

Prior to this offering, there has been no public market for our common
stock. Consequently, the initial offering price for the shares was determined
by negotiation among us and the representatives. Among the factors considered
in determining the initial public offering price were:

. our record of operation;

. our current financial condition;

. our future prospects;

. our markets;

. the economic conditions in and future prospects for the industry in which
we compete;

. our management; and

. currently prevailing general conditions in the equity securities markets,
including current market valuations of publicly traded companies
considered comparable to us.

The prices at which the shares will sell in the public market after this
offering may, however, be lower than the price at which they are sold by the
underwriters. Additionally, an active trading market in our common stock may
not develop and continue after this offering.

Our common stock has been approved for quotation on the Nasdaq National
Market under the symbol "EVOK".

The following table shows the underwriting discounts and commissions that we
will pay to the underwriters in connection with this offering. These amounts
are shown assuming both no exercise and full exercise of the underwriters'
option to purchase additional shares of common stock to cover overallotments.

<TABLE>
<CAPTION>
Paid by Evoke
-------------------------
No exercise Full exercise
----------- -------------
<S> <C> <C>
Per share............................................. $ $
Total................................................. $ $
</TABLE>

In connection with the offering, Salomon Smith Barney Inc., on behalf of the
underwriters, may purchase and sell shares of common stock in the open market.
These transactions may include short sales, syndicate covering transactions and
stabilizing transactions. Short sales involve syndicate sales of common stock
in excess of the number of shares to be purchased by the underwriters in the
offering, which creates a syndicate short position. "Covered" short sales are
sales of shares made in an amount up to the number of shares represented by the
underwriters' over-allotment option. Transactions to close out the covered
syndicate short involve either purchases of the common stock in the open market
after the distribution has been completed or the exercise of the over-allotment
option. The underwriters may also make "naked" short sales of shares in excess
of the over-allotment option. The underwriters must close out any naked short
position by purchasing shares of common stock in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of the shares in the open market
after pricing that could adversely affect investors who purchase in the
offering. Stabilizing transactions consist of bids for or purchases of shares
in the open market while the offering is in progress.

The underwriters may also impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases shares originally sold by that syndicate
member.

Any of these activities may have the effect of preventing or retarding a
decline in the market price of the common stock. They may also cause the price
of the common stock to be higher than the price that would otherwise exist in
the open market in the absence of these transactions. The underwriters may
conduct these transactions on the Nasdaq National Market or in the over-the-
counter market, or otherwise. If the underwriters commence any of these
transactions, they may discontinue them at any time.

73
<PAGE>

In February 2000, Salomon Smith Barney Inc. became a user of our Evoke
Webconferencing service.

Thomas Weisel Partners LLC, one of the representatives of the underwriters,
was organized and registered as a broker-dealer in December 1998. Since
December 1998, Thomas Weisel Partners has been named as a lead or co-manager on
161 filed public offerings of equity securities, of which 114 have been
completed, and has acted as a syndicate member in an additional 95 public
offerings of equity securities. Thomas Weisel Partners does not have any
material relationship with us or any of our officers, directors or other
controlling persons, except with respect to its contractual relationship with
us pursuant to the underwriting agreement entered into in connection with this
offering.

We estimate that our total expenses for this offering will be $1,200,000.

The representatives or their respective affiliates may in the future perform
various investment banking and advisory services for us from time to time, for
which they will receive customary fees. The representatives may, from time to
time, engage in transactions with and perform services for us in the ordinary
course of business.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of any of those
liabilities.

LEGAL MATTERS

Cooley Godward LLP, Boulder, Colorado will pass upon the validity of the
shares of common stock offered hereby. Certain legal matters in connection with
the offering will be passed upon for the underwriters by Cravath, Swaine &
Moore, New York, New York.

EXPERTS

Our financial statements as of December 31, 1998 and 1999 and for the period
from inception (April 17, 1997) to December 31, 1997 and the years ended
December 31, 1998 and 1999 and the financial statements of Contigo Software,
Inc. as of December 31, 1998 and 1999 and for each of the years in the three-
year period ended December 31, 1999, have been included in this prospectus and
in the registration statement in reliance upon the reports of KPMG LLP,
independent certified public accountants, appearing elsewhere herein, and upon
the authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-1 (including exhibits, schedules and amendments) under the
Securities Act with respect to the common stock to be sold in this offering.
This prospectus does not contain all of the information in the registration
statement. For further information about us and our common stock, please refer
to the registration statement. For further information regarding statements
contained in this prospectus as to the contents of any contract, agreement or
other document, please refer to the copy of that contract, agreement or
document filed as an exhibit to the registration statement.

You may read and copy all or any portion of the registration statement or
any other information we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by writing to the SEC. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Our SEC filings, including the registration statement,
are also available to you on the SEC's web site (http://www.sec.gov).

As a result of this offering, we will become subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended. In
accordance with those requirements, we will file periodic reports, proxy
statements and other information with the SEC.

We intend to furnish our stockholders with annual reports containing audited
financial statements and with quarterly reports for the first three quarters of
each year containing interim financial information.

74
<PAGE>

INDEX TO FINANCIAL STATEMENTS

Evoke Communications, Inc.

<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report............................................. F-2
Balance Sheets as of December 31, 1998 and 1999 and March 31, 2000
(unaudited)............................................................. F-3
Statements of Operations for the period from inception (April 17, 1997)
to December 31, 1997 and the years ended December 31, 1998 and 1999 and
the three months ended March 31, 1999 and 2000 (unaudited).............. F-4
Statements of Stockholders' Deficit for the period from inception (April
17, 1997) to December 31, 1997 and the years ended December 31, 1998 and
1999 and the three months ended March 31, 2000 (unaudited).............. F-5
Statements of Cash Flows for the period from inception (April 17, 1997)
to December 31, 1997 and the years ended December 31, 1998 and 1999 and
the three months ended March 31, 1999 and 2000 (unaudited).............. F-6
Notes to Financial Statements............................................ F-7
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31,
2000.................................................................... F-20
Unaudited Pro Forma Condensed Combined Statement of Operations for the
year ended December 31, 1999............................................ F-21
Unaudited Pro Forma Condensed Combined Statement of Operations for the
three months ended March 31, 1999 (unaudited)........................... F-22
Notes to Unaudited Pro Forma Condensed Combined Financial Information.... F-23
Contigo Software, Inc.
Independent Auditors' Report............................................. F-24
Balance Sheets as of December 31, 1998 and 1999 and March 31, 2000
(unaudited)............................................................. F-25
Statements of Operations for the years ended December 31, 1997, 1998 and
1999 and the three months ended March 31, 1999 and 2000 (unaudited)..... F-26
Statements of Equity for the years ended December 31, 1997, 1998 and 1999
and the three months ended March 31, 2000 (unaudited)................... F-27
Statements of Cash Flows for the years ended December 31, 1997, 1998 and
1999 and the three months ended March 31, 1999 and 2000 (unaudited)..... F-28
Notes to Financial Statements............................................ F-29
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

KPMG LLP

The Board of Directors
Evoke Communications, Inc.:

We have audited the accompanying balance sheets of Evoke Communications,
Inc. (formerly VStream Incorporated) as of December 31, 1998 and 1999, and the
related statements of operations, stockholders' deficit and cash flows for the
period from inception (April 17, 1997) to December 31, 1997 and the years ended
December 31, 1998 and 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Evoke Communications, Inc.
as of December 31, 1998 and 1999, and the results of its operations and its
cash flows for the period from inception (April 17, 1997) to December 31, 1997
and the years ended December 31, 1998 and 1999 in conformity with generally
accepted accounting principles.

Boulder, Colorado

February 4, 2000, except as to note 10, which is as of July 13, 2000

F-2
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
------------------------ March 31,
1998 1999 2000
ASSETS ---------- ------------ ------------
(unaudited)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............. $1,221,544 $ 89,234,045 $ 69,623,398
Investment securities................. 4,950,848 -- --
Accounts receivable, net of allowance
for doubtful accounts of $20,000,
$35,000 and $75,000 in 1998, 1999 and
2000, respectively................... 202,787 804,959 1,159,780
Prepaid expenses and other current as-
sets................................. 127,140 708,599 1,947,344
---------- ------------ ------------
Total current assets................. 6,502,319 90,747,603 72,730,522
Property and equipment, net............ 2,231,377 19,539,258 27,393,389
Other assets .......................... 21,675 121,232 3,153,588
---------- ------------ ------------
TOTAL ASSETS......................... $8,755,371 $110,408,093 $103,277,499
========== ============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable...................... $ 598,724 $ 8,519,274 $ 8,556,659
Current portion of long term debt..... -- 1,335,901 1,381,370
Accrued expenses...................... 259,981 585,694 952,364
Deferred revenue...................... 12,450 317,394 163,098
---------- ------------ ------------
Total current liabilities............ 871,155 10,758,263 11,053,491
Long term debt, less current portion.. -- 2,260,243 1,902,751
Other................................. 5,557 -- --
---------- ------------ ------------
TOTAL LIABILITIES.................... 876,712 13,018,506 12,956,242
---------- ------------ ------------
MANDATORILY REDEEMABLE PREFERRED STOCK:
Series B, par value $.01, authorized,
issued and outstanding 10,635 shares;
aggregate liquidation preference of
$1,063,500........................... 1,063,500 1,063,500 1,063,500
Series C, par value $.01, authorized
10,000,000 shares; issued and out-
standing 9,953,935 shares; aggregate
liquidation preference of
$10,352,092.......................... 10,283,999 10,283,999 10,283,999
Series D, par value $.01, authorized
34,000,000 shares; issued and out-
standing 33,333,333 shares; aggregate
liquidation preference of
$99,999,999.......................... -- 99,794,138 99,794,138
Series E, par value $.01, authorized
3,000,000 shares; issued and out-
standing 686,813 shares; aggregate
liquidation preference of 4,999,999
..................................... -- -- 1,249,999
Warrants for the purchase of
mandatorily redeemable preferred
stock................................ -- 180,000 4,280,000
---------- ------------ ------------
11,347,499 111,321,637 116,671,636
---------- ------------ ------------
STOCKHOLDERS' DEFICIT:
Undesignated preferred stock, 964,365
shares authorized in 1999 and 2000;
none issued or outstanding........... -- -- --
Series A preferred stock, par value
$.01, authorized, issued and out-
standing 5,025,000 shares; aggregate
liquidation preference of $502,500... 502,500 502,500 502,500
Common stock, par value $.0015,
13,333,333, 38,000,000 and 64,666,666
shares authorized in 1998, 1999 and
2000; issued and outstanding 333,333,
575,806 and 924,984 shares in 1998,
1999 and 2000, respectively.......... 500 864 1,387
Additional paid-in capital............ 49,500 11,939,540 23,373,854
Unearned stock option compensation.... -- (9,306,382) (15,811,451)
Accumulated deficit................... (4,021,340) (17,068,572) (34,416,669)
---------- ------------ ------------
Total stockholders' deficit.......... (3,468,840) (13,932,050) (26,350,379)
---------- ------------ ------------
Commitments and contingencies
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT............................. $8,755,371 $110,408,093 $103,277,499
========== ============ ============
</TABLE>

See accompanying notes to financial statements.

F-3
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period
from
inception
(April
17, 1997)
to Three months ended
December Years ended December 31, March 31,
31, 1997 -------------------------- -------------------------
1998 1999 1999 2000
--------- ----------- ------------- ----------- ------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenue................. $ -- $ 674,887 $ 2,246,054 $ 220,282 $ 1,858,693
Cost of revenue
(exclusive of stock
based compensation
expense of $98,884,
$19,102 and $62,179 for
December 31, 1999,
March 31, 1999 and
March 31, 2000,
respectively).......... 105,505 795,987 3,368,129 487,058 2,654,077
--------- ----------- ------------- ----------- ------------
Gross profit
(loss)............. (105,505) (121,100) (1,122,075) (266,776) (795,384)
--------- ----------- ------------- ----------- ------------
Operating expenses:
Sales and marketing
(exclusive of stock
based compensation
expense of
$660,872, $390,014 and
$301,863 for December
31, 1999, March 31,
1999 and March 31,
2000, respectively)... 69,060 1,803,887 7,006,818 1,047,021 10,914,363
Research and
development (exclusive
of stock based
compensation expense
of $143,748, $259 and
$195,799 for December
31, 1999, March 31,
1999 and March 31,
2000, respectively)... 362,584 779,811 1,005,864 148,191 1,104,029
General and
administrative,
(exclusive of stock
based compensation
expense of $1,581,032,
$815 and $3,620,808
for December 31, 1999,
March 31, 1999 and
March 31, 2000,
respectively)......... 226,584 789,045 1,821,723 256,314 1,288,775
Stock based
compensation expense.. -- -- 2,484,536 410,190 4,180,649
--------- ----------- ------------- ----------- ------------
Total operating
expenses........... 658,228 3,372,743 12,318,941 1,861,716 17,487,816
--------- ----------- ------------- ----------- ------------
Loss from
operations......... (763,733) (3,493,843) (13,441,016) (2,128,492) (18,283,200)
--------- ----------- ------------- ----------- ------------
Other income (expense):
Interest income........ 15,219 249,867 715,885 77,081 1,056,697
Interest expense....... (337) (29,107) (315,800) (28,278) (121,785)
Other, net............. -- 594 (6,301) -- 191
--------- ----------- ------------- ----------- ------------
Total other income.. 14,882 221,354 393,784 48,803 935,103
--------- ----------- ------------- ----------- ------------
Net loss............ (748,851) (3,272,489) (13,047,232) (2,079,689) (17,348,097)
Deemed dividend related
to beneficial
conversion feature of
preferred stock........ -- -- 99,999,999 -- 1,181,318
--------- ----------- ------------- ----------- ------------
Net loss
attributable to
common
stockholders....... $(748,851) $(3,272,489) $(113,047,231) $(2,079,689) $(18,529,415)
========= =========== ============= =========== ============
Loss per share--basic
and diluted........... $ (4.42) $ (10.29) $ (259.44) $ (6.04) $ (23.23)
========= =========== ============= =========== ============
Weighted average number
of common shares
outstanding--basic and
diluted................ 169,509 318,082 435,729 344,426 797,810
========= =========== ============= =========== ============
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

STATEMENTS OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
Preferred Stock Unearned
Series A Common Stock Additional stock
------------------ -------------- paid-in option Accumulated
Shares Amount Shares Amount capital compensation deficit Total
--------- -------- ------- ------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at inception
(April 17, 1997)....... -- $ -- -- $ -- $ -- $ -- $ -- $ --
Issuance of common
stock for cash........ -- -- 150,000 225 22,275 -- -- 22,500
Issuance of common
stock for rent
abatement............. -- -- 166,667 250 24,750 -- -- 25,000
Short-term debt
converted to Series A
preferred stock....... 4,950,000 495,000 -- -- -- -- -- 495,000
Issuance of Series A
preferred stock for
services.............. 75,000 7,500 -- -- -- -- -- 7,500
Net loss............... -- -- -- -- -- -- (748,851) (748,851)
--------- -------- ------- ------ ----------- ------------ ------------ ------------
Balances at December 31,
1997................... 5,025,000 502,500 316,667 475 47,025 -- (748,851) (198,851)
Exercise of common
stock options......... -- -- 16,666 25 2,475 -- -- 2,500
Net loss............... -- -- -- -- -- -- (3,272,489) (3,272,489)
--------- -------- ------- ------ ----------- ------------ ------------ ------------
Balances at December 31,
1998................... 5,025,000 502,500 333,333 500 49,500 -- (4,021,340) (3,468,840)
Exercise of common
stock options......... -- -- 209,140 314 47,172 -- -- 47,486
Common stock issued for
cash.................. -- -- 33,333 50 51,950 -- -- 52,000
Issuance of common
stock options at less
than fair value....... -- -- -- -- 11,790,918 (11,790,918) -- --
Amortization of
unearned stock option
compensation.......... -- -- -- -- -- 2,484,536 -- 2,484,536
Net loss............... -- -- -- -- -- -- (13,047,232) (13,047,232)
--------- -------- ------- ------ ----------- ------------ ------------ ------------
Balances at December 31,
1999................... 5,025,000 502,500 575,806 864 11,939,540 (9,306,382) (17,068,572) (13,932,050)
Exercise of common
stock options......... -- -- 249,178 373 277,496 -- -- 277,869
Common stock issued for
cash.................. -- -- 100,000 150 449,850 -- -- 450,000
Issuance of common
stock warrant for
marketing costs....... -- -- -- -- 21,250 -- -- 21,250
Issuance of common
stock options at less
than fair value....... -- -- -- -- 7,597,818 (7,597,818) -- --
Amortization of
unearned stock option
compensation.......... -- -- -- -- -- 1,092,749 -- 1,092,749
Issuance of common
stock to officers and
directors at less than
fair value............ -- -- -- -- 3,087,900 -- -- 3,087,900
Net loss............... -- -- -- -- -- -- (17,348,097) (17,348,097)
--------- -------- ------- ------ ----------- ------------ ------------ ------------
Balances at March 31,
2000 (unaudited)....... 5,025,000 $502,500 924,984 $1,387 $23,373,854 $(15,811,451) $(34,416,669) $(26,350,379)
========= ======== ======= ====== =========== ============ ============ ============
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Period
from
inception
(April 17,
1997) to Three Months ended
December Years Ended December 31, March 31,
31, 1997 ------------------------- -------------------------
1998 1999 1999 2000
---------- ----------- ------------ ----------- ------------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss................ $ (748,851) $(3,272,489) $(13,047,232) $(2,079,689) $(17,348,097)
Adjustments to reconcile
net loss to net cash
used by operating
activities:
Depreciation and
amortization.......... 40,620 263,521 1,608,133 189,481 1,443,523
Loss on disposition of
equipment............. -- 1,413 4,926 -- 4,172
Preferred stock issued
for services.......... 7,500 -- -- -- --
Common stock issued for
rent concessions...... 25,000 -- -- -- --
Stock based
compensation.......... -- -- 2,484,536 410,190 4,180,649
Changes in operating
assets and liabilities:
Accounts receivable... -- (202,787) (602,172) 31,820 (364,319)
Prepaid expenses and
other current
assets............... (69,417) (56,473) (401,461) 9,210 (557,996)
Other assets.......... (5,727) (13,937) (100,175) (28,367) (1,032,510)
Accounts payable and
accrued expenses..... 187,683 300,839 3,876,126 498,351 (324,407)
---------- ----------- ------------ ----------- ------------
Net cash used by
operating activities... (563,192) (2,979,913) (6,177,319) (969,004) (13,998,985)
---------- ----------- ------------ ----------- ------------
Cash flows from
investing activities:
Purchase of equipment,
furniture and
fixtures............... (580,642) (1,567,086) (14,264,228) (1,900,464) (8,727,507)
Proceeds from
disposition of
equipment.............. -- 6,920 13,432 -- --
Proceeds from maturity
of investment
securities ............ -- 2,543,125 7,511,479 3,011,479 --
Purchase of investment
securities............. -- (7,493,973) (2,560,631) (2,513,247) --
Purchase of investment
in privately-held
company................ -- -- -- -- (2,000,000)
Loan to Contigo
Software, Inc.......... -- -- -- -- (300,000)
Other................... (3,094) -- -- -- --
---------- ----------- ------------ ----------- ------------
Net cash used by
investing activities... (583,736) (6,511,014) (9,299,948) (1,402,232) (11,027,507)
---------- ----------- ------------ ----------- ------------
Cash flows from
financing activities:
Net proceeds from
issuance of preferred
stock.................. 1,063,500 9,777,149 99,794,138 -- 4,999,999
Proceeds from issuance
of common stock........ 22,500 2,500 99,486 2,875 727,869
Proceeds from debt...... 495,000 852,250 4,458,153 2,366,002 --
Payments on debt........ -- (353,500) (862,009) (149,597) (312,023)
---------- ----------- ------------ ----------- ------------
Net cash provided by
financing activities... 1,581,000 10,278,399 103,489,768 2,219,280 5,415,845
---------- ----------- ------------ ----------- ------------
Increase (decrease) in
cash and cash
equivalents............ 434,072 787,472 88,012,501 (151,956) (19,610,647)
Cash and cash
equivalents at
beginning of period.... -- 434,072 1,221,544 1,221,544 89,234,045
---------- ----------- ------------ ----------- ------------
Cash and cash
equivalents at end of
period................. $ 434,072 $ 1,221,544 $ 89,234,045 $ 1,069,588 $ 69,623,398
========== =========== ============ =========== ============
Supplemental cash flow
information -
interest paid in cash... $ 337 $ 22,258 $ 195,429 $ 16,506 $ 87,083
========== =========== ============ =========== ============
Supplemental noncash
investing and financing
activities:
Short-term debt and
accrued interest
converted to preferred
stock.................. $ 495,000 $ 506,849 $ 180,000 $ 75,000 $ --
========== =========== ============ =========== ============
Accounts payable
incurred for purchases
of fixed assets........ $ -- $ 395,038 $ 5,064,563 $ 1,254,402 $ 3,762,234
========== =========== ============ =========== ============
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999 and March 31, 2000

(Information as of March 31, 2000 and for the three-months ended March 31, 1999
and 2000 is unaudited)

(1)Summary of Significant Accounting Policies

(a) Business and Basis of Financial Statement Presentation

Evoke Communications, Inc., formerly VStream Incorporated, (the Company),
was incorporated under the laws of the State of Delaware on April 17, 1997. The
Company is an Internet communication services provider that allows users to
communicate and exchange voice, video and visuals in a simple, cost-effective
manner through web-based applications and technologies. The Company operates in
a single segment.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

The accompanying unaudited financial information as of March 31, 2000 and
for the three months ended March 31, 1999 and 2000 has been prepared in
accordance with generally accepted accounting principles for interim financial
information. All significant adjustments, consisting of only normal and
recurring adjustments, that, in the opinion management, are necessary for a
fair presentation of the results of operations and cash flows for the three
months ended March 31, 1999 and 2000 have been included. Operating results for
the three months ending March 31, 1999 and 2000 are not necessarily indicative
of the results that may be expected for the full year.

Certain prior year balances have been reclassified to conform with the
current year presentation.

(b) Cash Equivalents

All highly liquid investments purchased with maturities of three months or
less are considered to be cash equivalents. Cash equivalents consist of money
market accounts at two financial institutions.

Equipment, furniture and fixtures, and leasehold improvements are recorded
at cost. Depreciation and amortization are calculated using the straight-line
method over the estimated useful lives of the assets which range from three to
ten years.

(d) Income Taxes

The Company uses the asset and liability method of accounting for income
taxes as prescribed by Statement of Financial Accounting Standard No. 109,
Accounting for Income Taxes. Under the asset and liability method, deferred tax
assets and liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered or
settled. The resulting deferred tax assets and liabilities are adjusted to
reflect changes in tax laws or rates in the period of enactment.

F-7
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

The Company's stockholders elected to be taxed as a subchapter S Corporation
at inception. Accordingly, taxable income or loss was reported in the tax
returns of the stockholders until the subchapter S election was terminated on
September 2, 1997.

(e) Fair Value of Financial Instruments

The carrying amounts of certain of the Company's financial instruments,
including accounts receivable and accounts payable and accrued expenses,
approximate fair value because of their short maturities. Because the interest
rates on the Company's note payable obligations reflect market rates and terms,
the fair values of these instruments approximate carrying amounts.

(f) Revenue Recognition

Web conferencing customers are charged a per-minute fee based on each phone
participant's actual time on the conference, which is recognized as revenue
upon completion of the conference. Customers are charged a fee to upload
visuals for web conferences, which is also recognized as revenue upon
completion of the conference.

Web streaming customers are charged for content encoding and hosting.
Content encoding is the conversion of the customer's media into formats which
can be accessed over the internet using widely available media players and, for
some customers, indexing the media to facilitate search and reporting
capabilities. Revenue from content encoding is recognized when the content is
available for viewing over the internet. Hosting is the maintenance of the
content on the Company's servers and, for some customers, providing access to
information about content usage. Revenue related to content hosting is
recognized ratably over the hosting period, generally ranging from one to six
months.

In 1997 and 1998 all of the Company's revenue was attributable to web
streaming. In 1999 web conferencing and web streaming represented 41% and 59%,
respectively, of total revenue. For the three months ended March 31, 2000 web
conferencing and web streaming represented 72% and 28%, respectively, of total
revenue.

(g) Impairment of Long-Lived Assets and Assets to Be Disposed Of

In accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, the Company periodically
evaluates the carrying value of long-term assets when events and circumstances
warrant such review. The carrying value of a long lived asset is considered
impaired when the anticipated undiscounted cash flows from such asset is
separately identifiable and is less than the carrying value. In that event a
loss is recognized based on the amount by which the carrying value exceeds the
fair market value of the long-lived asset. Fair market value is determined by
reference to quoted market prices, if available, or the utilization of certain
valuation techniques such as using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Assets to be disposed of are reported
at the lower of the carrying amount or fair value, less costs to sell. No
impairment was recognized in 1997, 1998 or 1999.

(h) Stock Based Compensation

The Company accounts for its stock option plan in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. As such, compensation
expense is recorded on the date of grant only if the current market price of
the

F-8
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

underlying stock exceeds the exercise price. Under SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS 123), entities are permitted to recognize as
expense over the vesting period the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 also allows entities to continue to
apply the provisions of APB Opinion No. 25 and provide pro forma net income
disclosures for employee stock option grants as if the fair-value-based method
defined in SFAS No. 123 had been applied. The Company has elected to continue
to apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosures required by SFAS No. 123.

The Company accounts for non-employee stock based awards in which goods or
services are the consideration received for the equity instruments issued based
on the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.

(i) Product Development Costs

The Company capitalizes certain qualifying computer software costs incurred
during the application development stage in accordance with Statement of
Position No. 98-1 "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" (SOP 98-1) issued by the American Institute of
Certified Public Accountants, which was adopted by the Company as of January 1,
1999. These costs are amortized over the software's estimated useful life.

Other research and development costs are expensed as incurred.

(j) Loss Per Share

Loss per share is presented in accordance with the provisions of Statement
of Financial Accounting Standards No. 128, Earnings Per Share (SFAS 128). Under
SFAS 128, basic earnings (loss) per share (EPS) excludes dilution for potential
common stock and is computed by dividing income or loss available to common
stockholders by the weighted average number of common shares outstanding for
the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issued common stock were exercised or
converted into common stock. Basic and diluted EPS are the same in 1997, 1998,
1999 and the three months ended March 31, 1999 and 2000 as all potential common
stock instruments are antidilutive.

(2)INVESTMENT SECURITIES

All investment securities consist of short-term investments carried at
amortized cost (which approximates market value), as follows:

<TABLE>
<S> <C>
December 31,
1998
------------
U.S. Government securities.................................. $ 510,590
U.S. Government agencies.................................... 2,950,191
Commercial paper............................................ 1,490,067
------------
$ 4,950,848
============
</TABLE>

At December 31, 1999, the Company did not hold any investment securities.

F-9
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

(3)PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
December 31,
----------------------- March 31,
1998 1999 2000
---------- ----------- -----------
(unaudited)
<S> <C> <C> <C> <C>
Computers and office equipment...... $2,239,840 $18,642,894 $24,490,990
Computer software................... 206,382 1,463,608 4,201,482
Furniture and fixtures.............. 87,650 1,153,430 1,373,059
Leasehold improvements.............. -- 184,884 675,393
---------- ----------- -----------
2,533,872 21,444,816 30,740,924
Less accumulated depreciation and
amortization....................... (302,495) (1,905,558) (3,347,535)
---------- ----------- -----------
$2,231,377 $19,539,258 $27,393,389
========== =========== ===========
</TABLE>

In the year ended December 31, 1999 and the three months ended March 31,
2000, the Company capitalized $242,961 and $59,286, respectively, of software
application development costs in accordance with SOP 98-1. These costs are
being amortized over 18 months from the time the software is ready for its
intended use. Amortization of these costs totaled $119,135 for the year ended
December 31, 1999 and $40,494 for the three months ended March 31, 2000.

(4)DEBT

On January 7, 1999, the Company entered into a loan and security agreement
with a total commitment of $3,000,000. In connection with obtaining this
commitment, the Company issued warrants to purchase 86,538 shares of Series C
Preferred stock to the lender. The exercise price of the warrants is $1.04 per
share and the warrants expire upon the earlier of January 6, 2009 or 5 years
from the closing of an initial public offering. Draws under this agreement are
repaid over 37 months, with interest at the 36 month Treasury note rate, plus
275 basis points. An additional payment of 9% of the amount financed is payable
at the end of the term of the loan. This additional amount will be included in
interest expense over the term of the agreement. The fair value of the warrants
was $75,000 and will be included in interest expense over the term of the
agreement. During 1999, the Company borrowed, in four separate draws, the
entire commitment of $3,000,000. The interest rate ranges from 7.41% to 8.40%.
The loan and security agreement is secured by substantially all business assets
except those specifically secured by the debt facility described below. At
December 31, 1999, the balance due under this agreement is $2,237,488, of which
$976,692 is current. At March 31, 2000, the balance due under this agreement is
$2,000,384, of which $995,861 is current.

On September 30, 1999, the Company entered into a promissory note and its
related master loan and security agreement dated September 10, 1999, for
$1,502,623. In connection with obtaining this commitment, the Company issued
warrants to purchase 15,026 shares of Series D Preferred stock to the lender.
The exercise price of the warrants is $3.00 per share and the warrants expire
on September 29, 2004. The draw under this agreement is repaid over 42 months,
with interest at 13.33%. The promissory note is secured by the equipment that
was financed. The fair value of the warrants was $105,000 and will be included
in interest expense over the term of the agreement. At December 31, 1999, the
balance due under this agreement is $1,358,656, of which $359,209 is current.
At March 31, 2000, the balance due under this agreement is $1,283,737 of which
$385,509 is current.

F-10
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Long-term debt, all of which was incurred in 1999, consists of the
following:

<TABLE>
<S> <C> <C>
December 31, March 31,
1999 2000
------------ -----------
(unaudited)
Balance.............................................. $ 3,596,144 $ 3,284,121
Less current portion................................. (1,335,901) (1,381,370)
------------ -----------
Long-term debt, excluding current portion............ $ 2,260,243 $ 1,902,751
============ ===========
</TABLE>

The aggregate maturities for long-term debt for each of the years subsequent
to December 31, 1999 are as follows: 2000--$1,335,901; 2001--$1,481,487; 2002--
$691,263; 2003--$87,493.

(5)INCOME TAXES

Income tax benefit relating to losses incurred differs from the amounts that
would result from applying the federal statutory rate as follows:

<TABLE>
<CAPTION>
Period from Years ended December Three months ended
inception to 31, March 31,
December 31, ------------------------ ----------------------
1997 1998 1999 1999 2000
------------ ----------- ----------- --------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Expected tax benefit.... $(254,609) $(1,112,646) $(4,436,059) $(707,094) $(6,071,834)
State income taxes, net
of federal benefit..... (27,830) (179,673) (654,770) (104,368) (1,016,302)
Change in valuation
allowance for deferred
tax assets............. 224,883 1,321,913 4,792,361 736,845 6,925,319
Stock compensation...... -- -- 316,792 79,198 350,000
S corporation loss...... 64,263 -- -- -- --
Other, net.............. (6,707) (29,594) (18,324) (4,581) (187,183)
--------- ----------- ----------- --------- -----------
Actual income tax
benefit.............. $ -- $ -- $ -- $ -- $ --
========= =========== =========== ========= ===========
</TABLE>

Temporary differences that give rise to the components of deferred tax
assets are as follows:

<TABLE>
<CAPTION>
March 31,
1998 1999 2000
----------- ----------- -----------
(unaudited)
<S> <C> <C> <C>
Net operating loss carryforwards......... $ 1,437,015 $ 5,933,827 $11,469,150
Depreciation and amortization............ 48,684 (393,582) (514,336)
Stock based compensation................. -- 594,216 1,888,360
Other, net............................... 61,097 204,896 421,302
----------- ----------- -----------
Gross deferred tax asset............... 1,546,796 6,339,157 13,264,476
Valuation allowance...................... (1,546,796) (6,339,157) (13,264,476)
----------- ----------- -----------
Net deferred tax asset................. $ -- $ -- $ --
=========== =========== ===========
</TABLE>

F-11
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

At December 31, 1999, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $15,100,000, which are available
to offset future federal taxable income, if any, through 2019. Management
believes the utilization of the carryforwards will be limited by Internal
Revenue Code Section 382 relating to changes in ownership, as defined.

Due to the uncertainty regarding the realization of the deferred tax assets
relating to the net operating loss carryforwards and other temporary
differences, a valuation allowance has been recorded for the entire amount of
the Company's deferred tax assets at December 31, 1998 and 1999 and March 31,
2000.

(6)PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(a)Mandatorily Redeemable Convertible and Convertible Preferred Stock

The Company has five classes of preferred stock (Series A, Series B, Series
C, Series D and Series E) outstanding. The preferred stock is convertible at
any time, at the option of the holder, into common stock at March 31, 2000 as
follows (unaudited):

<TABLE>
<CAPTION>
Preferred
Shares Conversion Common
Outstanding Rate Shares
----------- ---------- ------
<S> <C> <C> <C>
Series A 5,025,000 0.67 3,350,000
Series B 10,635 128.21 1,363,461
Series C 9,953,935 0.67 6,635,956
Series D 33,333,333 0.67 22,222,222
Series E 686,813 0.67 457,875
</TABLE>

Series B, C, D and E shares are mandatorily redeemable. All preferred stock
has voting rights on an as converted basis and liquidation preferences equal to
the stated amount of preferred shares issued.

Each share of preferred stock is automatically converted to common stock at
the time of an initial public offering, provided certain offering parameters
are met. Each holder of preferred stock is entitled to cash dividends, when and
if declared by the Board of Directors. In the event dividends are paid on any
shares of common stock, an additional dividend shall be paid with respect to
all outstanding shares of preferred stock in an equal amount per share (on an
as-converted basis) to the amount paid for each share of common stock.

Series B, Series C and Series D preferred stock were issued in 1997, 1998
and 1999 for $100, $1.04 and $3.00 per share, respectively. All issuances were
for cash, except for 487,355 shares of Series C Preferred stock issued upon
conversion of $506,861 of convertible debt and related accrued interest. The
Company is required to redeem a number of shares of Series B, Series C and
Series D preferred stock equal to 33 1/3% of the total number of shares issued
under the applicable purchase agreement (or such lesser number than
outstanding) in three annual installments commencing on May 27, 2004. The price
per share is the applicable liquidation value.

Based on the beneficial conversion terms of the Series D preferred stock,
assuming an initial public offering price of $13.50 per share, the Company
recorded a deemed dividend related to the beneficial conversion feature and
increased net loss attributable to common stockholders by approximately $100
million in 1999, in accordance with Emerging Issues Task Force Bulletin 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios (EITF 98-5)"

F-12
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

The Series E preferred stock was issued for cash in March 2000 at $7.28 per
share. See note 10 for further information related to the Series E preferred
stock issuance.

(b)Stock Options

In 1997, the Company adopted a stock option/stock issuance plan (the Plan)
pursuant to which the Company's Board of Directors may issue common shares and
grant incentive stock options and non-statutory stock options to employees,
directors and consultants. The Plan authorizes common stock issuances and
grants of options to purchase up to 2,766,666 shares of authorized but unissued
common stock. In February 2000 the Company adopted the 2000 Equity Incentive
Plan which amended and restated the 1997 stock option/stock issuance plan. The
number of shares available for issuance was increased to 11,666,666 shares of
authorized but unissued common stock. At March 31, 2000, there were 7,804,721
additional shares available for grant or issuance under the Plan. Stock options
are granted with an exercise price equal to the fair market value of the common
shares at the date of grant as determined by the Compensation Committee of the
Company's Board of Directors. Incentive and non-statutory stock options
generally have ten-year terms and vest over one to four years. The options are
exercisable upon grant; however, shares issued upon exercise are restricted and
subject to repurchase at the exercise price if employees terminate prior to the
vesting of their shares.

The Company utilizes APB Opinion No. 25 in accounting for its Plan and,
accordingly, because the Company generally grants options at fair value, no
compensation cost has been recognized in the accompanying financial statements
for stock options granted in 1997 and 1998. In 1999, a total of 1,373,167
options and 33,333 common shares were granted with exercise prices and purchase
prices less than fair value, resulting in total compensation, net of
forfeitures, to be recognized over the vesting period of $11,790,918, of which
$2,484,535 was recognized in 1999 and $410,190 and $866,543 was recognized in
the three months ended March 31, 1999 and 2000, respectively. In 2000, a total
of 1,668,567 options and 352,000 common shares were granted with exercise
prices and purchase prices less than fair value, resulting in total
compensation, net of forfeitures, to be recognized over the vesting period of
$10,685,718 of which $3,314,106 was recognized in the three months ending March
31, 2000. The per share weighted-average fair value of stock options granted
during 1997, 1998 and 1999 was $.05, $.11 and $12.02, respectively, using the
Black Scholes option-pricing model with the following weighted-average
assumptions: no expected dividends, zero volatility, risk-free interest rate of
6%, and an expected life of 6 years. If the Company determined compensation
cost based on the fair value of the options at the grant date under SFAS No.
123, the Company's 1998 and 1999 net loss attributable to common stockholders
would have been approximately $3,301,489 and $113,459,028, respectively, and
the net loss per share attributable to common stockholders would have been
approximately $10.38 and $260.39, respectively. The effect on 1997 would not
have been significant.

F-13
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Stock option activity during 1997, 1998 and 1999 and the three months ended
March 31, 2000 is as follows:

<TABLE>
<CAPTION>
Number of Weighted-average
shares exercise price
--------- ----------------
<S> <C> <C>
Balance at inception (April 17, 1997)............... -- $ --
Granted at fair value............................. 553,333 0.15
---------
Balance at December 31, 1997........................ 553,333 0.15
Granted at fair value............................. 485,667 0.24
Exercised......................................... (16,667) 0.15
Cancelled......................................... (169,000) 0.15
---------
Balance at December 31, 1998........................ 853,333 0.20
Granted at less than fair value................... 1,373,167 1.16
Exercised......................................... (209,139) 0.23
Cancelled......................................... (438,904) 0.41
---------
Balance at December 31, 1999........................ 1,578,457 0.98
Granted at less than fair value................... 1,668,567 8.67
Exercised......................................... (249,178) 1.11
Cancelled......................................... (112,884) 1.58
---------
Balance at March 31, 2000 (unaudited)............... 2,884,962 5.40
=========
</TABLE>

At March 31, 2000, the weighted-average remaining contractual life of
outstanding options was approximately 9.53 years, with exercise prices ranging
from $0.15 to $10.80 per share. All of the Company's outstanding options are
exercisable at March 31, 2000. Restricted shares issued for options exercised
which are subject to repurchase totaled 161,890 shares at March 31, 2000.

The following table summarizes information about stock options outstanding
at March 31, 2000 (unaudited):

<TABLE>
<CAPTION>
Options outstanding
------------------------------------------------------------------------
Weighted average
Range of Number remaining Weighted average
exercise prices outstanding contractual life exercise price
--------------- ----------- ---------------- ----------------
<S> <C> <C> <C>
$0.15 -- 0.38 390,040 7.89 $0.20
0.78 -- 1.28 197,333 9.17 1.26
1.56 -- 4.50 1,012,855 9.68 2.52
9.30 -- 10.80 1,284,734 9.98 9.87
---------
2,884,962
=========
</TABLE>

In addition, the Company has granted stock purchase rights under the Plan
for the purchase of 502,000 shares of common stock, of which 252,000 are
outstanding at March 31, 2000, with exercise prices ranging from $4.50 to
$10.80 per share.

(c)Stock Purchase Warrants

In March 1998, the Company issued $500,000 in convertible subordinated
promissory notes. These notes were subsequently converted to Series C
Preferred stock. Warrants to purchase 12,018 shares of Series C Preferred
stock at $1.04 per share were issued to the lenders in connection with
issuance of the convertible

F-14
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

subordinated promissory notes. The warrants are exercisable and must be
exercised by March 31, 2002 or earlier, upon an initial public offering or
change in ownership of the Company.

In April 1998, the Company amended a line of credit agreement. As a result,
on May 31, 1998 the Company issued 4,206 warrants to purchase Series C
Preferred stock. The warrants are exercisable at $1.04 per share and expire on
May 30, 2008. The estimated fair value of all warrants issued in 1998 was not
significant.

In January 1999, in the connection with obtaining a $3.0 million loan, the
Company issued warrants to purchase 86,538 shares of Series C Preferred stock.
The warrants are exercisable at $1.04 per share and will expire upon the
earlier of January 6, 2009 or 5 years from the closing of an initial public
offering. The fair value of the warrants was $75,000, as determined using the
Black-Scholes option pricing model with the following assumptions: no expected
dividends, 75% volatility, risk-free interest rate of 6% and an expected life
of 10 years. The fair value of the warrants will be included in interest
expense over the term of the agreement.

In September 1999, in connection with obtaining a $1.5 million master loan
and security agreement, the Company issued warrants to purchase 15,026 shares
of Series D Preferred stock. The warrants are exercisable at $3.00 per share
and will expire on September 29, 2004. The fair value of the warrants was
$105,000, as determined using the Black-Scholes option pricing model with the
following assumptions: no expected dividends, 75% volatility, risk-free
interest rate of 6% and an expected life of 5 years. The fair value of the
warrants will be included in interest expense over the term of the agreement.

In January 2000, the Company issued a warrant to purchase 3,703 shares of
common stock. The warrant is in exchange for certain marketing costs and were
expensed as sales and marketing costs at the grant date. The warrants were
exercisable at the date of grant and are not contingent on counterparty
performance. The fair value of the warrant was $21,250 as determined using the
Black-Scholes option pricing model with the following assumptions: no expected
dividends, 75% volatility, risk-free interest rate of 6.5% and a term of one
year.

(7) COMMITMENTS AND CONTINGENCIES

(a)Leases

The Company leases office facilities under various operating lease
agreements that expire through 2009. Two of the office facilities are leased
from entities who are controlled by either directors or former directors of the
Company. Rent expense related to these leases was $54,908, $103,635 and
$305,049 for the years ended December 31, 1997, 1998 and 1999, respectively.
Future minimum lease payments are as follows:

<TABLE>
<CAPTION>
Portion
attributable
to related
Total parties
---------- ------------
<S> <C> <C>
2000............................................... $1,098,918 $ 858,210
2001............................................... 950,961 858,210
2002............................................... 854,119 793,397
2003............................................... 797,654 747,102
2004............................................... 798,918 747,102
Thereafter......................................... 3,654,957 3,548,735
---------- ----------
Total future minimum lease payments................ $8,155,527 $7,552,756
========== ==========
</TABLE>

F-15
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

Total rent expense for the years ended December 31, 1997, 1998 and 1999 was
$54,908, $132,183 and $529,872, respectively.

In March 2000, the Company executed three leases for additional office
space. Rent expense under the leases will be approximately $33,500 per month
with a combined total commitment of approximately $2,050,000 through March
2007.

(b) Purchase Commitments

At March 31, 2000, the Company had commitments outstanding for software
licenses and associated maintenance and royalties of approximately $2,150,000,
all of which will be expended through December 2001. In connection with the
commitments, the Company received a warrant to purchase 1,000,000 shares of
Series B Preferred stock of AudioTalk Networks, Inc. (AudioTalk), a privately
held company. The warrant had an exercise price of $2.00 a share and expires on
June 30, 2001. Due to the lack of a readily determinable fair market value for
securities of the issuer, no value was attributed to the warrant at December
31, 1999. The Company exercised the warrant in March 2000 and the warrant is
recorded at cost as of March 31, 2000. In April 2000 AudioTalk was acquired by
HearMe, a publicly traded company. As a result, the Company received cash of
$647,811 and 313,551 shares of HearMe common stock in exchange for its
AudioTalk shares. The HearMe common stock will initially be recorded at the
cost basis of the Audiotalk shares. The receipt of cash will reduce the cost
basis of the investment in the HearMe stock. As an available-for-sale
investment security, unrealized gains and losses will be excluded from earnings
and reported as a separate component of stockholders' equity until realized.

In 1999, the Company entered into arrangements for sales and marketing
services totaling $20 million to be expended over the next two years. The
commitment remaining at March 31, 2000 was approximately $16.4 million. In
April 2000, the Company entered into additional arrangements for advertising
and other media services totaling $16.0 million to be expended over the next
two years.

(c)Employment Contracts

The Company has employment agreements with three of its executive officers.
The agreements continue until terminated by the executive or the Company, and
provides for a termination payment under certain circumstances. As of March 31,
2000, the Company's liability would be approximately $2 million if the officers
were terminated under certain conditions (as defined in the agreements).

In March 2000, the Company entered into an employment agreement with a new
chief financial officer. As a part of the agreement, the Company agreed to sell
250,000 shares of common stock at $4.50 per share and granted options for the
purchase of 800,000 shares of common stock at $9.30 per share. As the price of
the common stock and the option exercise price were less than the fair value of
the common stock, the Company will recognize $5,610,000 of compensation
expense, of which $2,250,000 was recognized in the three months ended March 31,
2000 and $3,360,000 will be recognized over the remainder of the four year
vesting period of the options.

(d)Litigation

From time to time, the Company has been subject to litigation and claims in
the ordinary course of business. In March 2000, a claim was filed against the
Company alleging trademark and service mark

F-16
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)
infringement. While it is not possible to predict or determine the financial
outcome of these matters, management does not believe they should result in a
materially adverse effect on the Company's financial position, results of
operations or liquidity.

(8)EMPLOYEE BENEFIT PLAN

The Company adopted, effective January 1, 1998, a defined contribution
401(k) plan that allows eligible employees to contribute up to 15% of their
compensation up to the maximum allowable amount under the Internal Revenue
Code. In 1999, the Company made a discretionary employer matching contribution
of $13,072 and did not make a discretionary employer profit sharing
contribution. The Company did not make a discretionary employer matching or
profit sharing contribution to the plan in 1998.

(9)SIGNIFICANT CUSTOMERS AND SUPPLIERS

In 1999, the Company had sales to two customers representing 21% and 9% of
total revenue, respectively. The receivables due from these customers at
December 31, 1999 were $250,000 and $42,837, respectively. In 1998, the
Company's sales to these two customers represented 19% and 52% of total
revenue, respectively. The receivable due from one of these customers at
December 31, 1998 totaled $120,640. In the quarter ended March 31, 2000, the
Company had sales to one customer representing 12% of total revenue.

The Company purchases key components of its telephony technology platform
from a single supplier. These components form the basis of the Company's
telephony technology platform, upon which the majority of offered services
rely. The Company has no guaranteed supply arrangements nor a contract with the
supplier of these components. In 1999, the Company purchased $5,990,000 in
equipment from this key supplier.

(10) SUBSEQUENT EVENTS

On March 29, 2000, the Company issued 686,813 shares of Series E preferred
stock at $7.28 per share and a warrant to purchase 858,416 shares of Series E
preferred stock for an aggregate purchase price of $5.0 million. The warrant is
exercisable upon issuance at the lesser of $10 per share or the initial public
offering price of the Company's common stock and expires in March 2003. The
fair value of the warrant is estimated to be $4.1 million, as determined using
the Black-Scholes option pricing model with the following assumptions: no
expected dividends, 75% volatility, risk-free interest rate of 6.5% and a term
of 3 years. The fair value of the warrant will be separately recorded as
warrants for the purchase of mandatorily redeemable preferred stock and as a
reduction in the Series E preferred stock. In addition, $350,000 was recorded
as prepaid advertising costs related to future services to be provided to the
Company by the preferred stockholder. The preferred stock will be accreted to
its issuance price over the period from issuance to redemption in March 2003.
Based on the beneficial conversion terms of the preferred stock, assuming an
initial public offering price of $13.50 per share, the Company has recorded a
deemed dividend related to the beneficial conversion feature and increased net
loss attributable to common stockholders for the three months ended March 31,
2000 by $1,181,318 at the date of issuance in accordance with EITF 98-5.

On June 9, 2000, the Company entered into an agreement with @viso Limited, a
European-based venture capital firm, to form Evoke Communications, B.V., a
Netherlands corporation (Evoke Europe). Pursuant to this agreement, the Company
will make net cash payments of approximately $5.5 million to Evoke Europe,
approximately $5.3 million of which will be repaid under the terms of a
promissory note, grant a technology license to Evoke Europe and be issued
common stock representing a 51% ownership of Evoke Europe.

F-17
<PAGE>

EVOKE COMMUNICATIONS, INC.
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

On June 16, 2000, the Company acquired Contigo Software, Inc. (Contigo) for
cash of $6.1 million and 4,425,176 shares of common stock in exchange for all
the outstanding shares of Contigo capital stock. The Company also issued
1,574,831 common stock options in exchange for outstanding Contigo stock
options. In addition, the Company may be required to pay additional
consideration of up to $1.0 million for potential taxes, if assessed, related
to the acquisition.

On July 13, 2000, the Company completed a two-for-three reverse split of all
outstanding shares of common stock. All share and per share information in the
accompanying financial statements has been adjusted to reflect the reverse
split.

F-18
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On June 16, 2000, Evoke acquired Contigo in exchange for $6.1 million in
cash and 4,425,176 shares of Evoke common stock. The Company also issued
1,574,831 common stock options in exchange for outstanding Contigo stock
options. The acquisition will be accounted for using the purchase method of
accounting.

The unaudited pro forma condensed combined balance sheet assumes that the
Contigo acquisition occurred on March 31, 2000 and includes the March 31, 2000
historical balance sheets of Evoke and Contigo adjusted for the pro forma
effects of the acquisition. The unaudited pro forma condensed combined
statements of operations for the year ended December 31, 1999 and three months
ended March 31, 2000 assume that the Contigo acquisition had occurred on
January 1, 1999, and include the historical statements of operations of Evoke
and Contigo for the year ended December 31, 1999 and three months ended March
31, 2000 adjusted for the pro forma effects of the acquisition.

The unaudited pro forma condensed combined statement of operations is not
necessarily indicative of the results of operations that would actually have
occurred if the transaction had been consummated as of January 1, 1999 and is
not intended to indicate the expected results for any future period. These
statements should be read in conjunction with the historical consolidated
financial statements and related notes thereto of Evoke and Contigo included in
this prospectus and "Management's Discussion and Analysis of Financial
Condition and the Results of Operations." Due to the risks, difficulties and
uncertainties surrounding the integration of Contigo if the acquisition occurs,
Contigo's historical financial results may not be indicative of Contigo's
future financial results.

F-19
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
MARCH 31, 2000

<TABLE>
<CAPTION>
Pro Forma
Evoke Contigo Adjustments Total
ASSETS ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents................... $ 69,623,398 $3,953,000 $(6,600,000)(1) $ 66,976,398
Accounts receivable......................... 1,159,780 754,000 -- 1,913,780
Prepaid expenses and other current assets... 1,947,344 51,000 (300,000)(4) 1,698,344
------------ ---------- ----------- ------------
Total current assets...................... 72,730,522 4,758,000 (6,900,000) 70,588,522
Property and equipment, net................... 27,393,389 489,000 -- 27,882,389
Goodwill...................................... -- -- 80,300,000 (2) 80,300,000
Other assets.................................. 3,153,588 67,000 -- 3,220,588
------------ ---------- ----------- ------------
Total assets.............................. $103,277,499 $5,314,000 $73,400,000 $181,991,499
============ ========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable............................ $ 8,556,659 $ 395,000 $ -- $ 8,951,659
Current portion of long term debt........... 1,381,370 14,000 -- 1,395,370
Accrued expenses and other.................. 952,364 1,160,000 (300,000)(4) 1,812,364
Deferred revenue............................ 163,098 355,000 -- 518,098
------------ ---------- ----------- ------------
Total current liabilities................. 11,053,491 1,924,000 (300,000) 12,677,491
Long term debt, less current portion.......... 1,902,751 53,000 -- 1,955,751
------------ ---------- ----------- ------------
Total liabilities......................... 12,956,242 1,977,000 (300,000) 14,633,242
Mandatorily redeemable preferred stock........ 116,671,636 -- -- 116,671,636
Stockholders' equity (deficit)................ (26,350,379) 3,337,000 73,700,000 (3) 50,686,621
------------ ---------- ----------- ------------
Total liabilities and stockholders' equity
(deficit).................................... $103,277,499 $5,314,000 $73,400,000 $181,991,499
============ ========== =========== ============
</TABLE>

See notes to unaudited pro forma condensed combined financial information.

F-20
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
Pro Forma
Evoke Contigo Adjustments Total
------------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Revenue................. $ 2,246,054 $ 3,194,000 $ -- $ 5,440,054
Cost of revenue......... 3,368,129 164,000 -- 3,532,129
------------- ----------- ------------ -------------
Gross profit
(loss)............. (1,122,075) 3,030,000 -- 1,907,925
------------- ----------- ------------ -------------
Operating expenses:
Sales and marketing... 7,006,818 1,611,000 -- 8,617,818
Research and
development.......... 1,005,864 1,091,000 -- 2,096,864
General and
administrative....... 1,821,723 1,360,000 -- 3,181,723
Stock option
compensation
expense.............. 2,484,536 986,000 -- 3,470,536
Amortization of
goodwill ............ -- -- 26,800,000 (5) 26,800,000
------------- ----------- ------------ -------------
Total operating
expenses........... 12,318,941 5,048,000 26,800,000 44,166,941
------------- ----------- ------------ -------------
Loss from
operations......... (13,441,016) (2,018,000) (26,800,000) (42,259,016)
------------- ----------- ------------ -------------
Other income (expense):
Interest income....... 715,885 66,000 (336,000)(6) 445,885
Interest expense...... (315,800) -- -- (315,800)
Other, net............ (6,301) 3,000 -- (3,301)
------------- ----------- ------------ -------------
Total other income.. 393,784 69,000 (336,000) 126,784
------------- ----------- ------------ -------------
Net loss................ (13,047,232) (1,949,000) (27,136,000) (42,132,232)
Deemed dividend related
to beneficial
conversion of feature
of preferred stock..... 99,999,999 -- -- 99,999,999
------------- ----------- ------------ -------------
Net loss attributable to
common stockholders.... $(113,047,231) $(1,949,000) $(27,136,000) $(142,132,231)
============= =========== ============ =============
Loss per share--basic
and diluted............ $ (259.44) $ (29.24)
============= =============
Weighted average number
of common shares
outstanding--basic and
diluted................ 435,729 4,425,176 (7) 4,860,905
============= ============ =============
</TABLE>

See notes to unaudited pro forma condensed combined financial information.

F-21
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
Pro Forma
Evoke Contigo Adjustments Total
------------ ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenue................. $ 1,858,693 $1,309,000 $ -- $ 3,167,693
Cost of revenue......... 2,654,077 70,000 -- 2,724,077
------------ ---------- ----------- ------------
Gross profit
(loss)............. (795,384) 1,239,000 -- 443,616
------------ ---------- ----------- ------------
Operating expenses:
Sales and marketing... 10,914,363 908,000 -- 11,822,363
Research and
development.......... 1,104,029 574,000 -- 1,678,029
General and
administrative....... 1,288,775 540,000 -- 1,828,775
Stock option
compensation
expense.............. 4,180,649 142,000 -- 4,322,649
Amortization of
goodwill ............ -- -- 6,700,000(5) 6,700,000
------------ ---------- ----------- ------------
Total operating
expenses........... 17,487,816 2,164,000 6,700,000 26,351,816
------------ ---------- ----------- ------------
Loss from
operations......... (18,283,200) (925,000) (6,700,000) (25,908,200)
------------ ---------- ----------- ------------
Other income (expense):
Interest income....... 1,056,697 32,000 (84,000)(6) 1,004,697
Interest expense...... (121,785) -- -- (121,785)
Other, net............ 191 1,000 -- 1,191
------------ ---------- ----------- ------------
Total other income.. 935,103 33,000 (84,000) 884,103
------------ ---------- ----------- ------------
Net loss................ (17,348,097) (892,000) (6,784,000) (25,024,097)
Deemed dividend related
to beneficial
conversion of feature
of preferred stock..... 1,181,318 -- -- 1,181,318
------------ ---------- ----------- ------------
Net loss
attributable to
common
stockholders....... $(18,529,415) $ (892,000) $(6,784,000) $(26,205,415)
============ ========== =========== ============
Loss per share--basic
and diluted............ $ (23.23) $ (5.02)
============ ============
Weighted average number
of common shares
outstanding--basic and
diluted................ 797,810 4,425,176(7) 5,222,986
============ =========== ============
</TABLE>

See notes to unaudited pro forma condensed combined financial information.

F-22
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION

The Contigo acquisition will be accounted for using the purchase method of
accounting. The pro forma financial information has been prepared on the basis
of assumptions described in the following notes and includes assumptions
relating to the allocation of the consideration paid for the assets and
liabilities of Contigo based on preliminary estimates of their fair values. The
actual allocation of such consideration may differ from that reflected in the
pro forma financial information after valuations and finalization of the
purchase accounting entries. In the opinion of Evoke's management, all
adjustments necessary to present fairly such pro forma financial information
have been made based on the terms and structure of the Contigo merger.

The pro forma financial information gives effect to the following pro forma
adjustments:

(1) To reflect the purchase price based on the cash to be paid and assuming an
estimated fair value of $13.50 per share of Evoke common stock to be issued
or reserved for issuance, as follows:

<TABLE>
<CAPTION>
Outstanding Evoke Shares
Contigo or Options
Shares to be Issued Fair Value
----------- ------------ -----------
<S> <C> <C> <C>
Cash................................... $ 6,100,000
Shares................................. 9,592,167 4,425,176 59,739,876
Stock options.......................... 3,413,659 1,574,831 17,715,372
Estimated cash acquisition costs....... 500,000
---------- --------- -----------
Total acquisition cost............... 13,005,826 6,000,007 $84,055,248
========== ========= ===========
</TABLE>

With respect to stock options exchanged as part of the Contigo acquisition,
all vested and unvested Contigo options exchanged for Evoke options are
included in the purchase price based on their fair values. The fair values of
the options were calculated using the Black-Scholes option pricing model with
the following assumptions: no expected dividends, 75% volatility, risk-free
interest rate of 6% and an expected life of 2 years.

(2) To record goodwill of $80.3 million, based on total consideration
(including acquisition costs) of $84.1 million, less fair value of net tangible
assets acquired of $3.3 million and the assumption of Contigo's unearned stock
compensation of $0.5 million.

(3) To eliminate Contigo's stockholders' equity of $3.8 million, excluding
unearned stock compensation of $0.5 million, and to reflect the issuance of
Evoke common stock and options of $77.5 million.

(4) To eliminate intercompany borrowings.

(5) To record additional amortization expense related to goodwill using an
amortization period of 3 years.

(6) To decrease interest income for the effect of cash paid for the
acquisition.

(7) To reflect additional shares of Evoke common stock to be issued in
connection with the acquisition.

(8) Dividends on Contigo's preferred stock are not reflected in the pro forma
condensed combined statement of operations as all series of outstanding Contigo
preferred stock will be converted to common stock in connection the
acquisition.

F-23
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Contigo Software, Inc.:

We have audited the accompanying balance sheets of Contigo Software, Inc.
(the Company) (Note 1) as of December 31, 1998 and 1999, and the related
statements of operations, equity, and cash flows for each of the years in the
three-year period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Contigo Software, Inc. as
of December 31, 1998 and 1999, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 1999,
in conformity with generally accepted accounting principles.

KPMG LLP

San Diego, California
February 11, 2000, except as to
Note 8, which is as of March 15, 2000

F-24
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
------------------------ March 31,
1998 1999 2000
----------- ----------- -----------
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............. $ 1,765,000 3,424,000 3,953,000
Accounts receivable, net of allowance
for doubtful accounts of $55,000,
$82,000 and $220,000 at December 31,
1998 and 1999, and March 31, 2000,
respectively.......................... 223,000 584,000 754,000
Other current assets................... 5,000 54,000 51,000
----------- ----------- -----------
Total current assets................ 1,993,000 4,062,000 4,758,000
Property and equipment, net............. 173,000 320,000 489,000
Other assets............................ 16,000 15,000 67,000
----------- ----------- -----------
$ 2,182,000 4,397,000 5,314,000
=========== =========== ===========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable....................... $ 62,000 195,000 395,000
Accrued expenses....................... 95,000 155,000 109,000
Accrued compensation................... 305,000 140,000 148,000
Current portion of obligations under
capital leases........................ -- 18,000 14,000
Note payable to Evoke Communications,
Inc................................... -- -- 300,000
Deferred revenue....................... 1,000,000 80,000 355,000
Preferred stock dividends payable...... 152,000 473,000 603,000
----------- ----------- -----------
Total current liabilities........... 1,614,000 1,061,000 1,924,000
Obligations under capital leases,
excluding current portion.............. -- 53,000 53,000
----------- ----------- -----------
Total liabilities................... 1,614,000 1,114,000 1,977,000
----------- ----------- -----------
Equity:
Stockholders' equity:
Common stock, no par value; 15,000,000
shares authorized; 3,055,180 and
4,025,596 shares issued and
outstanding at December 31, 1999 and
March 31, 2000, respectively......... -- 541,000 1,474,000
Convertible preferred stock--all
series, no par value; 5,000,000
shares authorized, 1,241,850 shares
issued and outstanding at December
31, 1999 and March 31, 2000.......... -- 6,374,000 6,374,000
Additional paid-in capital............ -- 1,234,000 1,845,000
Notes receivable from stockholders.... -- (1,000) --
Unearned stock option compensation.... -- (98,000) (567,000)
Accumulated deficit................... -- (4,767,000) (5,789,000)
Members' equity:
Contributed capital:
Common............................... 381,000 -- --
Preferred............................ 2,824,000 -- --
Notes receivable from members......... (140,000) -- --
Accumulated deficit................... (2,497,000) -- --
----------- ----------- -----------
Total equity........................ 568,000 3,283,000 3,337,000
Commitments and contingencies...........
----------- ----------- -----------
$ 2,182,000 4,397,000 5,314,000
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

F-25
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended
Years ended December 31, March 31,
----------------------------------- ----------------------
1997 1998 1999 1999 2000
----------- ---------- ---------- ---------- ----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
License fees........... $ 176,000 715,000 894,000 125,000 691,000
Royalty revenue........ -- 50,000 1,600,000 400,000 51,000
Event fees............. -- -- 224,000 71,000 43,000
Hosting fees........... 15,000 46,000 212,000 38,000 160,000
Other service revenue.. -- 11,000 264,000 48,000 364,000
----------- ---------- ---------- ---------- ----------
Total revenues.......... 191,000 822,000 3,194,000 681,000 1,309,000
Operating expenses:
Cost of revenues....... 12,000 70,000 164,000 40,000 70,000
Selling and marketing
(exclusive of stock
option compensation
expense of $17,000 for
December 31, 1999 and
March 31, 1999 and
$11,000 for March 31,
2000)................. 330,000 776,000 1,611,000 317,000 908,000
Research and
development (exclusive
of stock option
compensation of
$10,000 for December
31, 1999 and March 31,
1999 and $4,000 for
March 31, 2000)....... 244,000 549,000 1,091,000 274,000 574,000
General and
administrative
(exclusive of stock
option compensation of
$32,000 for December
31, 1997, $959,000 for
December 31, 1999 and
March 31, 1999 and
$127,000 for March 31,
2000)................. 570,000 780,000 1,360,000 287,000 540,000
Stock option
compensation expense.. 32,000 -- 986,000 986,000 142,000
----------- ---------- ---------- ---------- ----------
Operating loss.......... (997,000) (1,353,000) (2,018,000) (1,223,000) (925,000)
----------- ---------- ---------- ---------- ----------
Other income:
Interest income, net... -- 21,000 66,000 15,000 32,000
Other income........... -- 2,000 3,000 -- 1,000
----------- ---------- ---------- ---------- ----------
Total other income...... -- 23,000 69,000 15,000 33,000
----------- ---------- ---------- ---------- ----------
Loss before income
taxes.................. (997,000) (1,330,000) (1,949,000) (1,208,000) (892,000)
Provision for income
taxes.................. -- -- -- -- --
----------- ---------- ---------- ---------- ----------
Net loss................ (997,000) (1,330,000) (1,949,000) (1,208,000) (892,000)
Preferred dividends..... (40,000) (112,000) (321,000) (59,000) (130,000)
----------- ---------- ---------- ---------- ----------
Net loss available to
common stockholders.... $(1,037,000) (1,442,000) (2,270,000) (1,267,000) (1,022,000)
=========== ========== ========== ========== ==========
Pro forma information
(unaudited):
Historical loss before
provision for income
taxes.................. $ (997,000) (1,330,000) (1,949,000) (1,208,000) (892,000)
Pro forma provision for
income taxes........... -- -- -- -- --
----------- ---------- ---------- ---------- ----------
Pro forma net loss...... (997,000) (1,330,000) (1,949,000) (1,208,000) (892,000)
Preferred dividends..... (40,000) (112,000) (321,000) (59,000) (130,000)
----------- ---------- ---------- ---------- ----------
Pro forma net loss
available to common
stockholders........... $(1,037,000) (1,442,000) (2,270,000) (1,267,000) (1,022,000)
=========== ========== ========== ========== ==========
Pro forma basic and
diluted net loss per
common share........... $ (0.38) (0.50) (0.77) (0.44) (0.27)
=========== ========== ========== ========== ==========
Weighted-average common
shares outstanding..... 2,712,283 2,862,708 2,953,663 2,862,708 3,806,287
=========== ========== ========== ========== ==========
</TABLE>

See accompanying notes to financial statements.

F-26
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

STATEMENTS OF EQUITY
<TABLE>
<CAPTION>
Members' Equity
---------------------------------------------
Notes
receivable
Common Preferred from Accumulated
Capital Capital members deficit
--------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Balance at
December 31,
1996........... $ 46,000 -- -- (18,000)
Issuance of
common stock... 303,000 -- -- --
Issuance of
options for
services....... 32,000 -- -- --
Issuance of
Preferred Stock
Series A for
services....... -- 300,000 -- --
Issuance of
Preferred Stock
Series B....... -- 300,000 -- --
Issuance of
Preferred Stock
Series C....... -- 500,000 -- --
Cumulative
preferred
dividends...... -- -- -- (40,000)
Net loss........ -- -- -- (997,000)
--------- ---------- -------- ----------
Balance at
December 31,
1997........... 381,000 1,100,000 -- (1,055,000)
Issuance of
Preferred Stock
Series D....... -- 400,000 -- --
Issuance of
Preferred Stock
Series E....... -- 524,000 -- --
Issuance of
Preferred Stock
Series F....... -- 800,000 -- --
Notes receivable
from members... -- -- (140,000) --
Cumulative
preferred
dividends...... -- -- -- (112,000)
Net loss........ -- -- -- (1,330,000)
--------- ---------- -------- ----------
Balance at
December 31,
1998........... 381,000 2,824,000 (140,000) (2,497,000)
Issuance of
Preferred Stock
Series F....... -- 700,000 -- --
Net loss from
January 1, 1999
through January
20, 1999....... -- -- -- (130,000)
Reorganization
as a C-
Corporation.... (381,000) (3,524,000) 140,000 2,627,000
Issuance of
Preferred Stock
Series G....... -- -- -- --
Issuance of
warrants in
conjunction
with the
issuance of
Preferred Stock
Series G....... -- -- -- --
Exercise of
stock options.. -- -- -- --
Payment on notes
receivable from
stockholders... -- -- -- --
Cumulative
preferred
dividends...... -- -- -- --
Compensation
related to
grant of stock
options........ -- -- -- --
Net loss from
January 21,
1999 through
December 31,
1999........... -- -- -- --
--------- ---------- -------- ----------
Balance at
December 31,
1999........... $ -- -- -- --
--------- ---------- -------- ----------
Exercise of
stock options
(unaudited).... -- -- -- --
Payment on notes
receivable from
stockholders
(unaudited).... -- -- -- --
Cumulative
preferred
dividends
(unaudited).... -- -- -- --
Compensation
related to
grant of stock
options
(unaudited).... -- -- -- --
Net loss
(unaudited).... -- -- -- --
--------- ---------- -------- ----------
Balance at March
31, 2000
(unaudited).... -- -- -- --
========= ========== ======== ==========
<CAPTION>
Stockholders' Equity
-----------------------------------------------------------------------------------------------
Convertible Notes
Common stock preferred stock receivable Unearned
------------------- -------------------- Additional from Stock Option Accumulated
Shares Amount Shares Amount paid-in capital stockholders Compensation deficit Total
--------- --------- --------- ---------- --------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1996........... -- -- -- -- -- -- -- -- 28,000
Issuance of
common stock... -- -- -- -- -- -- -- -- 303,000
Issuance of
options for
services....... -- -- -- -- -- -- -- -- 32,000
Issuance of
Preferred Stock
Series A for
services....... -- -- -- -- -- -- -- -- 300,000
Issuance of
Preferred Stock
Series B....... -- -- -- -- -- -- -- -- 300,000
Issuance of
Preferred Stock
Series C....... -- -- -- -- -- -- -- -- 500,000
Cumulative
preferred
dividends...... -- -- -- -- -- -- -- -- (40,000)
Net loss........ -- -- -- -- -- -- -- -- (997,000)
--------- --------- --------- ---------- --------------- ------------ ------------ ------------ -----------
Balance at
December 31,
1997........... -- -- -- -- -- -- -- -- 426,000
Issuance of
Preferred Stock
Series D....... -- -- -- -- -- -- -- -- 400,000
Issuance of
Preferred Stock
Series E....... -- -- -- -- -- -- -- -- 524,000
Issuance of
Preferred Stock
Series F....... -- -- -- -- -- -- -- -- 800,000
Notes receivable
from members... -- -- -- -- -- -- -- -- (140,000)
Cumulative
preferred
dividends...... -- -- -- -- -- -- -- -- (112,000)
Net loss........ -- -- -- -- -- -- -- -- (1,330,000)
--------- --------- --------- ---------- --------------- ------------ ------------ ------------ -----------
Balance at
December 31,
1998........... -- -- -- -- -- -- -- -- 568,000
Issuance of
Preferred Stock
Series F....... -- -- -- -- -- -- -- -- 700,000
Net loss from
January 1, 1999
through January
20, 1999....... -- -- -- -- -- -- -- -- (130,000)
Reorganization
as a C-
Corporation.... 2,862,708 381,000 972,066 3,524,000 -- (140,000) -- (2,627,000) --
Issuance of
Preferred Stock
Series G....... -- -- 269,784 3,000,000 -- -- -- -- 3,000,000
Issuance of
warrants in
conjunction
with the
issuance of
Preferred Stock
Series G....... -- -- -- (150,000) 150,000 -- -- -- --
Exercise of
stock options.. 192,472 160,000 -- -- -- -- -- -- 160,000
Payment on notes
receivable from
stockholders... -- -- -- -- -- 139,000 -- -- 139,000
Cumulative
preferred
dividends...... -- -- -- -- -- -- -- (321,000) (321,000)
Compensation
related to
grant of stock
options........ -- -- -- -- 1,084,000 -- (98,000) -- 986,000
Net loss from
January 21,
1999 through
December 31,
1999........... -- -- -- -- -- -- -- (1,819,000) (1,819,000)
--------- --------- --------- ---------- --------------- ------------ ------------ ------------ -----------
Balance at
December 31,
1999........... 3,055,180 541,000 1,241,850 6,374,000 1,234,000 (1,000) (98,000) (4,767,000) 3,283,000
--------- --------- --------- ---------- --------------- ------------ ------------ ------------ -----------
Exercise of
stock options
(unaudited).... 970,416 933,000 -- -- -- -- -- -- 933,000
Payment on notes
receivable from
stockholders
(unaudited).... -- -- -- -- -- 1,000 -- -- 1,000
Cumulative
preferred
dividends
(unaudited).... -- -- -- -- -- -- -- (130,000) (130,000)
Compensation
related to
grant of stock
options
(unaudited).... -- -- -- -- 611,000 -- (469,000) -- 142,000
Net loss
(unaudited).... -- -- -- -- -- -- -- (892,000) (892,000)
--------- --------- --------- ---------- --------------- ------------ ------------ ------------ -----------
Balance at March
31, 2000
(unaudited).... 4,025,596 1,474,000 1,241,850 6,374,000 1,845,000 -- (567,000) (5,789,000) 3,337,000
========= ========= ========= ========== =============== ============ ============ ============ ===========
</TABLE>
See accompanying notes to financial statements.

F-27
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Three months ended
Years ended December 31, March 31,
--------------------------------- ---------------------
1997 1998 1999 1999 2000
--------- ---------- ---------- ---------- ---------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from
operating activities:
Net loss............... $(997,000) (1,330,000) (1,949,000) (1,208,000) (892,000)
Adjustments to
reconcile net loss to
net cash used in
operating activities:
Depreciation and
amortization.......... 13,000 32,000 64,000 12,000 22,000
Provision for doubtful
accounts.............. -- 95,000 54,000 -- 49,000
Non-cash compensation
expense............... 332,000 -- 986,000 986,000 142,000
Changes in assets and
liabilities:
Accounts receivable... (45,000) (275,000) (415,000) (163,000) (210,000)
Other current
assets............... 8,000 114,000 (49,000) (52,000) 3,000
Other assets.......... -- (16,000) 1,000 (4,000) (52,000)
Accounts payable...... 77,000 (15,000) 133,000 37,000 200,000
Accrued expenses...... 126,000 83,000 60,000 (6,000) (46,000)
Accrued
compensation......... -- 192,000 (165,000) (153,000) 8,000
Deferred revenue...... -- 1,000,000 (920,000) (235,000) 275,000
--------- ---------- ---------- ---------- ---------
Net cash used in
operating
activities.......... (486,000) (120,000) (2,200,000) (786,000) (510,000)
--------- ---------- ---------- ---------- ---------
Cash flows from
investing activities--
purchase of property
and equipment.......... (123,000) (78,000) (131,000) (25,000) (191,000)
--------- ---------- ---------- ---------- ---------
Cash flows from
financing activities:
Issuance of common
stock for cash........ 303,000 -- -- -- --
Issuance of preferred
stock for cash........ 682,000 1,724,000 3,700,000 700,000 --
Cash received from the
exercise of options... 800 -- 160,000 -- 933,000
Principal payments on
obligations under
capital leases........ -- -- (9,000) -- (4,000)
Notes receivable from
members/stockholders.. -- (140,000) -- -- --
Payments on notes
receivable from
members/stockholders.. -- -- 139,000 19,000 1,000
Proceeds from note
payable to Evoke
Communications,
Inc. ................. -- -- -- -- 300,000
--------- ---------- ---------- ---------- ---------
Net cash provided by
financing
activities.......... 985,800 1,584,000 3,990,000 719,000 1,230,000
--------- ---------- ---------- ---------- ---------
Net increase
(decrease) in cash
and cash
equivalents......... 376,800 1,386,000 1,659,000 (92,000) 529,000
Cash and cash
equivalents, beginning
of year................ 3,000 379,000 1,765,000 1,765,000 3,424,000
--------- ---------- ---------- ---------- ---------
Cash and cash
equivalents, end of
year................... $ 379,800 1,765,000 3,424,000 1,673,000 3,953,000
========= ========== ========== ========== =========
Supplemental disclosure
of noncash investing
and financing
activities:
Cumulative preferred
dividends............. $ 40,000 112,000 321,000 59,000 130,000
Property and equipment
acquired under capital
leases................ $ -- -- 80,000 -- --
Interest paid on
capital leases........ $ -- -- 8,000 -- 4,000
Issuance of preferred
stock for short-term
receivable............ $ 118,000 -- -- -- --
========= ========== ========== ========== =========
</TABLE>

F-28
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

See accompanying notes to financial statements.
(Information as of March 31, 2000 and for the three-month periods ended March
31, 1999 and 2000 is unaudited)

(1)DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)Description of Business

Contigo Software, Inc. (the Company), formerly Contigo Software, LLC,
develops and markets web collaboration solutions for global enterprises and the
technology industry. The Company was founded in 1996 and is headquartered in
San Diego, California. The Company operates in a single segment. In January
1999, the Company reorganized as a C-Corporation. The reorganization was
accounted for as a combination of entities under common control in a manner
similar to a pooling-of-interests. Under this method, the assets, liabilities,
and equity were carried over at their historical book values and their
operations have been recorded on a combined historical basis.

The accompanying unaudited financial information as of March 31, 2000 and
for the three-month periods ended March 31, 1999 and 2000 has been prepared in
accordance with generally accepted accounting principles for interim financial
information. All significant adjustments, consisting of only normal and
recurring adjustments, that, in the opinion of management, are necessary for a
fair presentation of the results of operations and cash flows for the three-
month periods ended March 31, 1999 and 2000 have been included. Operating
results of the three-month periods ended March 31, 1999 and 2000 are not
necessarily indicative of the results that may be expected for the full year.

(b)Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with an original
maturity of 90 days or less to be cash equivalents. As of December 31, 1998 and
1999 and March 31, 1999 and 2000, cash equivalents consist of money market
funds in the amount of $335,000, $57,000, $63,000 and $57,000, respectively.

(c)Financial Instruments and Concentration of Credit Risk

The carrying value of the Company's financial instruments, including cash
and cash equivalents, accounts receivable, accounts payable, accrued expenses,
accrued compensation and preferred stock dividends payable approximates fair
market value because of their short-term nature. Financial instruments that
subject the Company to concentrations of credit risk consist primarily of cash
and cash equivalents and accounts receivable.

The Company's customer base consists of businesses throughout the United
States. The Company performs ongoing credit evaluations of its customers and
generally does not require collateral on accounts receivable, as the Company's
customers are large, well-established companies. To date, the Company has had
no significant write-offs of accounts receivable.

During 1998, revenues from two customers comprised 32% of total revenues and
represented 44% of accounts receivable as of December 31, 1998. During 1999,
revenues from one customer comprised 50% of total revenues and represented 26%
of accounts receivable as of December 31, 1999.

F-29
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

(d)Capitalized Software

Costs related to the research and development of new software products and
enhancements to existing software products are expensed as incurred until
technological feasibility of the product has been established, at which time
such costs are capitalized, subject to expected recoverability. To date, the
Company has not capitalized any development costs related to software products.

(e)Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.
Property and equipment under capital leases are recorded at the present value
of minimum future payments.

Depreciation on property and equipment is calculated using the straight-line
method over the estimated useful lives of the equipment, generally five years.
Property and equipment under capital leases is amortized using the straight-
line method over the shorter of the lease term or the estimated useful life of
the asset.

(f)Revenue Recognition

The Company recognizes revenue in accordance with the provisions of
Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by
SOP 98-9. SOP 97-2 generally requires revenue earned on software arrangements
involving multiple elements such as software products, upgrades, enhancements,
post-contract customer support, installation, and training to be allocated to
each element based on the relative fair values of the elements. The fair value
of the element must be based on evidence that is specific to the vendor.

Licensing fees represent revenues recorded related to licenses for software
delivered to customers for in-house applications. Revenues from software
license agreements are recognized upon shipment of the software when all of the
following criteria have been met: persuasive evidence of an arrangement exists;
delivery has occurred; the fee is fixed or determinable; collectibility is
probable; and evidence is available of the fair value of all undelivered
elements. Hosting fees represent revenues from post-contract customer support
services and from hosting arrangements where the Company's software is resident
on a company server and are recognized ratably over the hosting period. Event
fees are recognized as the events take place. Royalty revenue is recognized as
earned based on specific contract provisions.

(g)Research and Development and Advertising

Research and development and advertising costs are expensed as incurred.
Research and development expenses amounted to $244,000, $549,000 and $1,091,000
for the years ended December 31, 1997, 1998 and 1999, respectively and $274,000
and $574,000 for the three months ended March 31, 1999 and 2000, respectively.
Advertising expenses amounted to $37,000, $5,000 and $12,000 for the years
ended December 31, 1997, 1998 and 1999, respectively and $3,000 and $267,000
for the three months ended March 31, 1999 and 2000, respectively.

(h)Income Taxes

Prior to February 1999, the Company had elected Limited Liability Company
(LLC) status under the Internal Revenue Code and the corresponding tax laws of
the state of California. In February 1999, the Company reorganized as a C-
corporation. Common and preferred stockholders exchanged shares in the LLC for
equivalent shares of the newly formed C-corporation with identical rights.
Common stock options were also exchanged for identical shares, vesting terms
and exercise prices.

F-30
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

(i)Stock Option Plan

The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations, in accounting for its
fixed plan stock options. As such, compensation expense would be recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. SFAS No. 123, Accounting for Stock-Based
Compensation, established accounting and disclosure requirements using a fair
value-based method of accounting for stock-based employee compensation plans.
As allowed by SFAS No. 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting described above, and has adopted the
disclosure requirements of SFAS No. 123.

(j)Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and revenues and expenses
and the disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.

(k)Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

Long-lived assets and certain identifiable intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows (undiscounted and without interest) expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of carrying amount or fair value less
costs to sell.

(l)Comprehensive Loss

The Company did not have any significant components of other comprehensive
loss for the years ended December 31, 1997, 1998 and 1999.

(m)Earnings (Loss) Per Share

Loss per share for the years ended December 31, 1997, 1998, and 1999 and for
the three months ended March 31, 1999 and 2000 is presented in accordance with
SFAS 128, Earnings per Share. Stock options and warrants totaling 1,327,040,
1,596,372, 3,674,112, 2,928,396 (unaudited) and 4,029,508 (unaudited) shares
were not included in the computation of diluted net loss per share for December
31, 1997, 1998, and 1999 and March 31, 1999 and 2000, respectively, because the
effect would have been antidilutive.

F-31
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

(n)Reclassifications

Certain amounts in the 1997 and 1998 financial statements have been
reclassified to conform with the 1999 presentation.

(2)PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31, 1998
and 1999 and March 31, 2000:

<TABLE>
<CAPTION>
(unaudited)
1998 1999 2000
-------- -------- -----------
<S> <C> <C> <C>
Equipment...................................... $188,000 398,000 520,000
Software....................................... 4,000 4,000 4,000
Furniture and fixtures......................... 25,000 27,000 96,000
-------- -------- --------
Total........................................ 217,000 429,000 620,000
Accumulated depreciation and amortization...... (45,000) (109,000) (131,000)
-------- -------- --------
Property and equipment, net.................. $173,000 320,000 489,000
======== ======== ========
</TABLE>

(3)NOTES RECEIVABLE FROM STOCKHOLDERS

During 1998, the Company advanced $110,000 to a member at an annual interest
rate of 10%. The advance was paid in full in May 1999.

During 1998, the Company advanced $30,000 to the Company's Chief Executive
Officer, who is a majority stockholder in a company which owns preferred shares
of the Company. This unsecured advance has no specified interest rate or
maturity. During the three months ended March 31, 2000, the remaining balance
of this receivable of $1,000 (unaudited) was paid in full.

(4)CONVERTIBLE PREFERRED STOCK

The Company has issued the following series of preferred stock:

<TABLE>
<CAPTION>
Number of Annual
Series Issue date shares Share price Amount dividend
------ ------------- --------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C>
A July 1997 133,500 $2.247 $ 300,000 0.18
B March 1997 133,500 2.247 300,000 0.18
C November 1997 166,667 3.000 500,000 0.24
D March 1998 133,333 3.000 400,000 0.24
E November 1998 105,066 4.987 524,000 0.40
F December 1998 160,000 5.000 800,000 0.40
F January 1999 140,000 5.000 700,000 0.40
G October 1999 269,784 11.120 3,000,000 0.89
--------- ----------
1,241,850 $6,524,000
========= ==========
</TABLE>
The preferred stock is convertible at the option of the holder, subject to
certain antidilutive adjustments, for shares of common stock, at a one-to-four
ratio. Automatic conversion occurs at the date of a qualified initial public
offering or upon the agreement of the majority of the stockholders of each
series of preferred stock.

F-32
<PAGE>

CONTIGO SOFTWARE INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

Each holder of preferred stock is entitled to one vote for each share of common
stock into which such preferred share would convert.

In the event of any liquidation or winding down of the Company, the
preferred stock has liquidation preferences in the amount of the share price
plus any unpaid dividends. The holders of Series A preferred stock have certain
liquidation preferences over the Series B, C, D, E, F and G preferred stock
under the terms of the Company's operating agreement. The holders of Series B
preferred stock have certain liquidation preferences over the Series C, D, E, F
and G preferred stock under the terms of the Company's operating agreement. The
holders of Series C preferred stock have certain liquidation preferences over
the Series D, E, F and G preferred stock under the terms of the Company's
operating agreement. The holders of Series D preferred stock have certain
liquidation preferences over the Series E, F and G preferred stock under the
terms of the Company's operating agreement. The holders of Series E preferred
stock have certain liquidation preferences over the Series F and G preferred
stock under the terms of the Company's operating agreement. The holders of
Series F preferred stock have certain liquidation preferences over the Series G
preferred stock under the terms of the Company's operating agreement. Series A,
B, and C preferred stock are participating with common stock. Preferred
dividends are cumulative and non-interest bearing.

The Company has 4,967,400 common shares reserved to effect the conversion of
all outstanding preferred stock.

(5)Stock Split Effected in the Form of a Stock Dividend

In December 1999, the Company's Board of Directors approved a 4-for-1 stock
split effected in the form of a stock dividend of three shares of common stock
on each share of common stock of the Company. All common stock share numbers in
these financial statements and notes thereto for all periods presented have
been adjusted to reflect the stock split.

(6)Income Taxes

Income tax expense (benefit) differed from the amount computed by applying
the U.S. federal income tax rate of 34% to pretax loss for the year ended
December 31, 1999 as a result of the following:

<TABLE>
<S> <C>
Computed "expected" tax benefit................................. $(663,000)
Operations prior to election of a C-corporation status.......... 68,000
State and local taxes, net of federal benefit................... (103,000)
Establishment of deferred income tax upon reorganization to a C
Corporation.................................................... 290,000
Valuation allowance............................................. 448,000
Other, net...................................................... (40,000)
---------
$ --
=========
</TABLE>

F-33
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 1999 are as follows:

<TABLE>
<S> <C>
Deferred tax assets:
Net loss operating loss carryforward............................ $ 281,000
Accruals........................................................ 77,000
Stock compensation.............................................. 422,000
---------
Gross deferred tax assets..................................... 780,000
Deferred tax liabilities--depreciation............................ (2,000)
---------
Net deferred tax asset before valuation allowance............... 778,000
Valuation allowance............................................... (778,000)
---------
Net deferred tax asset........................................ $ --
=========
</TABLE>

During the year ended December 31, 1999, the valuation allowance increased
$488,000 from the valuation allowance balance of $290,000 on January 19, 2000,
the date of the reorganization to a C Corporation, to $778,000 on December 31,
1999. The valuation allowance of $778,000 at December 31, 1999, represents
deferred tax assets that more likely than not will not be realized through the
reversal of future taxable temporary differences.

The Company has net operating loss carryforwards for federal tax reporting
purposes of approximately $249,000 as of December 31, 1999, which begin to
expire in 2011. Net operating loss carryforwards for state income tax purposes
total approximately $32,000 and begin to expire in 2002.

(7)Stock Options and Warrants

(a)Options

The Company's 1999 Stock Option Plan authorizes the granting of up to
4,800,000 nonstatutory common stock options to employees, directors, and
consultants at exercise prices determined by the Board of Directors. Stock
options generally vest ratably over 3 years of service and generally have a
term of 10 years.

The Company's 1999 Stock Option/Issuance Plan authorizes the granting of up
to 400,000 common stock options to employees, directors, and consultants at
exercise prices determined by the Board of Directors. Stock options generally
vest ratably over 3 years of service and generally have a term of 10 years.

F-34
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

The Company uses the intrinsic value method of accounting for its employee
stock-based compensation plan. The compensation cost that has been charged to
operations for the Company's stock-based recorded plan was $986,000 for the
year ended December 31, 1999. No compensation cost has been recognized for any
employee or director stock options in 1997 and 1998 because the exercise price
of each option equaled or exceeded the fair value of the underlying common
stock at the date of grant. Had compensation cost been determined in accordance
with SFAS No. 123 for all of the Company's stock-based compensation plans, net
loss would have been increased to the amounts indicated below:

<TABLE>
<CAPTION>
1997 1998 1999
---------- --------- ---------
<S> <C> <C> <C>
Net loss:
As reported.................................... $ 997,000 1,330,000 1,949,000
Pro forma...................................... 1,095,000 1,359,000 2,039,000
========== ========= =========
</TABLE>

The per share weighted-average fair value of stock options granted during
1997, 1998 and 1999 was $0.58, $0.15 and $0.46, respectively, on the date of
grant using the minimum value method with the following weighted-average
assumptions: 1997--dividend yield of zero, expected life of three years and a
risk-free interest rate of 7%; 1998--dividend yield of zero, expected life of
two years and a risk-free interest rate of 7%; 1999--dividend yield of zero,
expected life of two years and a risk-free interest rate of 6.0%.

A summary of the Company's stock option plans are as follows:

<TABLE>
<CAPTION>
Weighted-
Number of average
shares exercise price
--------- --------------
<S> <C> <C>
Balance at December 31, 1996........................... -- --
Granted.............................................. 1,327,040 $0.688
---------
Balance at December 31, 1997........................... 1,327,040 0.688
Granted.............................................. 269,332 0.781
---------
Balance at December 31, 1998........................... 1,596,372 0.704
Granted.............................................. 2,532,000 0.892
Exercised............................................ 192,472 0.831
Forfeited............................................ 701,504 0.724
---------
Balance at December 31, 1999........................... 3,234,396 0.839
Granted.............................................. 1,128,500 2.175
Exercised............................................ 970,416 0.963
Forfeited............................................ 116,000 0.979
Litigation Settlement................................ 313,312 0.653
---------
Balance at March 31, 2000.............................. 3,589,792 1.215
=========
</TABLE>

At December 31, 1999, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $0.781--$1.25 and nine
years, respectively.

(b)Options Granted to Non-employees

In 1997, the Company granted 242,396 options to purchase common stock to
non-employees at exercise prices ranging from $0.20 per share to $0.78 per
share. The options had varying vesting dates. The fair value of

F-35
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

the option issuances was calculated using the Black-Scholes option pricing
model with the following weighted-average assumptions: dividend yield of zero,
expected life of 3 years, volatility of 80% and a risk-free interest rate of
7%. The fair value of these options was determined to be $32,000 and was
recorded as compensation expense. There were no options granted to non-
employees in 1998 or 1999.

(c)Warrants

In 1999, in conjunction with the issuance of the Series G preferred stock,
each share of Series G preferred stock was issued with 1.332 detachable
warrants, with one Series G investor receiving an additional 80,048 warrants,
for a total of 439,716 warrants. The warrants have an exercise price of $2.78,
immediately vest and expire on October 29, 2004. The fair value of each warrant
of $0.34 was estimated using the Black-Scholes option-pricing model with the
following weighted-average assumptions: dividend yield of zero, expected
volatility of 85%, risk-free interest rate of 6.0%, and expected life of two
years. The fair value of the warrants of $150,000 was offset against the
proceeds raised. At December 31, 1999, the remaining contractual life of
outstanding warrants was 4.75 years.

(8)Lease Commitments

The Company leases certain equipment and its facilities under various
noncancelable operating leases. The leases expire at various dates ranging over
the next six years. In March 2000, the Company entered into a lease for new
office space through 2005. The lease requires a letter of credit in the amount
of $204,000. Rental expense was approximately $19,000, $50,000, and $164,000
for the years ended December 31, 1997, 1998 and 1999, respectively.

The Company is obligated under capital leases for certain property and
equipment that expire in 2002 and 2003. At December 31, 1999, assets held under
capital leases totaled $71,000, net of accumulated amortization of $9,000.

Future minimum lease payments under noncancelable operating leases (with
initial or remaining lease terms in excess of one year) and capital leases as
of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
Capital Operating
leases leases
------- ----------
<S> <C> <C>
Year ending December 31:
2000.................................................. $33,000 $ 459,000
2001.................................................. 33,000 617,000
2002.................................................. 27,000 615,000
2003.................................................. 7,000 613,000
2004.................................................. -- 612,000
Thereafter............................................ -- 307,000
------- ----------
Total minimum lease payments........................ 100,000 $3,223,000
==========
Less amount representing interest (at rates ranging
from 10.9% to 29.2%)................................. 29,000
-------
Present value of minimum lease payments............. 71,000
Less current installments of obligations under capital
leases............................................... 18,000
-------
Obligations under capital leases, excluding current
installments....................................... $53,000
=======
</TABLE>

F-36
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

(9)Related Party Transactions

In 1998, Telepost Incorporated (Telepost) purchased 238,399 shares of the
Company's Series D and Series E preferred stock. In September 1998, the Company
signed a royalty fee agreement with Telepost, which provided for Telepost to
pay the Company a nonrefundable prepaid royalty fee of $1,000,000 in exchange
for the right to use, make, or sub-license to end-users the Company's products
over the 12 month period ending December 31, 1999. In addition, the agreement
provided for Telepost to pay the Company the greater of $50,000 or 10% of
Telepost's monthly sales of the Company's product. Any amount in excess of
$50,000 was to reduce the $1,000,000 prepaid royalty. As the royalty fee
agreement with Telepost expired on December 31, 1999, and the Company has no
continuing obligation to Telepost under the agreement, the $1,000,000 was
recognized as royalty revenue in 1999.

During 1997, 1998, 1999, and 2000 the Company paid legal expenses of
approximately $7,000, $98,000, $344,000 and $20,000 (unaudited), respectively,
to a legal firm that is also a Preferred Series F stockholder.

(10)Employee Benefit Plan

In June 1999, the Company implemented a 401(k) plan for the benefit of
substantially all employees. The Company matches 25% of employee contributions,
up to a maximum of 6% of the employee's compensation. The Company contributed
approximately $70,000 to the plan during the year ended December 31, 1999.

(11)Litigation

Prior to his departure from the Company in December 1998, the Company's
former president held 686,312 options for stock at an average exercise price of
$0.72 per share. The Company asserts that these options terminated after his
service on the Company's Board of Directors ceased. The former president filed
suit against the Company in May 1999 in San Diego County Superior Court for a
judicial declaration that the 686,312 options remain exercisable by him. The
Company believes, based in part on the advice of legal counsel, that the suit
is without merit and intends to vigorously defend its position.

In April 2000 the suit was settled and the Company's former president was
allowed to retain 313,312 options (unaudited) at an average exercise price of
$0.65 per share. The Company will record an expense related to this settlement,
using the Black-Scholes option pricing model, in the quarter ending June 30,
2000.

(12)Pro Forma Income Taxes (Unaudited)

Proforma income taxes are computed assuming an effective rate of 40%, which
includes state income taxes, in accordance with C-Corporation tax rates to show
the effect if the Company had been a C-Corporation for 1997, 1998 and 1999.

F-37
<PAGE>

CONTIGO SOFTWARE, INC. (Note 1)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1997, 1998 and 1999

Pro forma income tax expense (benefit) differs from the amount computed by
applying the U.S. federal income tax rate of 34% to pro forma pretax loss for
the years ended December 31, 1997, 1998 and 1999 as a result of the following:

<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------
1997 1998 1999
--------- -------- --------
<S> <C> <C> <C>
Computed "expected" tax benefit................. $(339,000) (452,000) (663,000)
State and local taxes, net of federal benefit... (58,000) (77,000) (113,000)
Valuation allowance............................. 396,000 497,000 721,000
Other........................................... 1,000 32,000 55,000
--------- -------- --------
Proforma income tax expense..................... $ -- -- --
========= ======== ========
</TABLE>

The pro forma tax effects of temporary differences that give rise to
significant portions of the deferred tax assets at December 31, 1998 and 1999
are as follows:

<TABLE>
<CAPTION>
1998 1999
-------- ----------
<S> <C> <C>
Deferred tax assets:
Net loss operating carryforward......................... $601,000 983,000
Accruals................................................ 299,000 76,000
Stock compensation...................................... -- 564,000
-------- ----------
Gross deferred tax assets............................. 900,000 1,623,000
Deferred tax liabilities--depreciation.................... -- (2,000)
-------- ----------
Net deferred tax asset before valuation allowance..... 900,000 1,621,000
Valuation allowance....................................... (900,000) (1,621,000)
-------- ----------
Net deferred tax asset................................ $ -- --
======== ==========
</TABLE>

F-38
<PAGE>

At the top of the back cover page of the prospectus is our logo over a picture
of a man holding a laptop computer. Below this, there are the terms "Voice,"
"Video" and "Visuals" located over pictures of a computer screen, a cellular
phone, a speaker phone and a personal digital assistant. At the bottom of the
page is our logo.
At the top of the back cover page of the prospectus is our logo over a
picture of a man holding a laptop computer. Below this, there are the terms
"Voice," "Video" and "Visuals" located over pictures of a computer screen, a
cellular phone, a speaker phone and a personal digital assistant. At the bottom
of the page is our logo.
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

7,000,000 Shares
Evoke Communications, Inc.
Common Stock

--------
PROSPECTUS
, 2000
--------

Salomon Smith Barney
Robertson Stephens
Thomas Weisel Partners LLC
CIBC World Markets

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than the
underwriting discount and commissions, payable by the registrant in connection
with the sale of the common stock being registered hereby. All amounts shown
are estimates, except the Securities and Exchange Commission registration fee,
the NASD filing fee and the Nasdaq National Market listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 30,360
NASD filing fee................................................ 12,000
Nasdaq National Market listing application fee................. 90,000
Blue Sky fees and expenses..................................... 5,000
Printing and engraving expenses................................ 180,000
Legal fees and expenses........................................ 500,000
Accounting fees and expenses................................... 200,000
Transfer agent and registrar fees.............................. 5,000
Miscellaneous expenses......................................... 177,640
---------
Total........................................................ 1,200,000
=========
</TABLE>

Item 14. Indemnification of Directors and Officers.

Our bylaws provide that we will indemnify our directors and executive
officers and may indemify our other officers, employees and agents to the
fullest extent permitted by Delaware law. In addition, our certificate of
incorporation provides that, to the fullest extent permitted by Delaware law,
our directors and executive officers will not be liable for monetary damages
for breach of the directors' fiduciary duty to us and our stockholders. This
provision of the certificate of incorporation does not eliminate the duty of
care. In appropriate circumstances equitable remedies such as an injunction or
other forms of non-monetary relief are available under Delaware law. This
provision also does not affect a director's responsibilities under any other
laws, such as the federal securities laws.

Each director will continue to be subject to liability for:

. breach of the director's duty of loyalty to Evoke Communications and its
stockholders;

. acts or omissions not in good faith or involving intentional misconduct;

. knowing violations of law;

. any transaction from which the director derived an improper personal
benefit;

. improper transactions between the director and Evoke Communications; and

. improper distributions to stockholders and improper loans to directors
and officers.

We intend to enter into indemnity agreements with each of its directors and
executive officers under which each director and executive officer will be
indemnified against expenses and losses incurred for claims brought against
them by reason of their being a director or executive officer of Evoke
Communications. Our board of directors has authorized our officers to
investigate and obtain directors' and officers' liability insurance.

There is no pending litigation or proceeding involving any of our directors
or officers as to which indemnification is being sought. We are not aware of
any pending or threatened litigation that may result in claims for
indemnification by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to our directors, officers and control
persons pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act of 1933, and is, therefore,
unenforceable.

II-1
<PAGE>

Item 15. Recent Sales of Unregistered Securities.

Described below is information regarding all securities that have been
issued by Evoke Communications, Inc. since its inception.

(a) On June 16, 2000, we issued an aggregate of 4,425,176 shares of our
common stock in exchange for all of the issued and outstanding shares of
capital stock of Contigo Software, Inc.

(b) On April 10, 2000, we issued 3,703 shares of our common stock upon
the exercise of a warrant by one investor at an exercise price of $9.00 per
share.

(c) On March 29, 2000, we issued an aggregate of 686,813 shares of our
Series E Preferred Stock to Microsoft Corporation at a purchase price of
$7.28 per share for cash payment in the amount of $5,000,000, which will
convert into 457,875 shares of common stock upon the closing of this
offering.

(d) From November 17, 1999 to December 15, 1999, we issued an aggregate
of 33,333,333 shares of our Series D Preferred Stock, which will convert
into 22,222,222 shares of common stock upon the closing of this offering,
to forty-two accredited investors at a purchase price of $3.00 per share
for cash proceeds in the amount of $100.0 million.

(e) From May 28, 1998 to June 30, 1998, we issued an aggregate of
9,953,935 shares of our Series C Preferred Stock, which will convert into
6,635,956 shares of common stock upon the closing of this offering, to
twenty accredited investors at a purchase price of $1.04 per share for cash
proceeds in the amount of $9,845,243 and in exchange for an aggregate of
$506,849 in outstanding convertible promissory notes.

(f) On September 2, 1997, we issued an aggregate of 10,635 shares of our
Series B Preferred Stock, which will convert into 1,363,461 shares of
common stock upon the closing of this offering, to eight accredited
investors at a purchase price of $100.00 per share for cash proceeds in the
amount of $1,013,500.

(g) On September 2, 1997, we issued an aggregate of 5,025,000 shares of
our Series A Preferred Stock, which will convert into 3,350,000 shares of
common stock upon the closing of this offering, to Messrs. Berberian,
LeJeal and Vernon at $0.10 per share in exchange for an aggregate of
$525,000 in outstanding convertible promissory notes. Mr. Berberian is our
chief executive officer, Mr. LeJeal is our chief operating officer, and Mr.
Vernon is our chief technology officer.

(h) On August 29, 1997, we issued an aggregate of 166,666 shares of our
common stock to our landlord, BMC Properties, LLC at $0.15 per share in
exchange for an aggregate of $25,000 in rental payments. Mr. Chrisman, one
of our former directors, is a managing member of BMC Properties, LLC.

(i) On April 18, 1997, we issued an aggregate of 33,333 shares of our
common stock to Messrs. Berberian and LeJeal at $0.15 per share for cash
proceeds in the amount of $5,000.

(j) As of June 20, 2000, an aggregate of 1,076,199 shares of common
stock had been issued upon exercise of options and stock issuance rights
under our equity incentive plans.

The issuances of the securities described in (a) - (i) above were deemed to
be exempt from registration under the Securities Act of 1933, as amended, in
reliance on Section 4(2) of the Securities Act as transactions by an issuer not
involving any public offering. The issuances of the securities described in (j)
above were deemed to be exempt from registration under the Securities Act in
reliance on Rule 701 under the Securities Act as transactions by an issuer in
compensatory circumstances. The recipients of the above-described securities
represented their intention to acquire the securities for investment only and
not with a view for distribution thereof. In each instance, the recipients were
sophisticated investors or employees of ours, the offer and sales were made
without any public solicitation, and all the stock certificates bear
restrictive legends. No underwriter was involved in the transaction and no
commissions were paid. All recipients had adequate access, through employment
or other relationships, to information about Evoke Communications.

II-2
<PAGE>

Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
2.1** Agreement and Plan of Reorganization by and among Registrant,
Contigo Software, Inc. and CSI Acquisition Coporation dated as of
March 24, 2000.
2.2** Amendment to Agreement and Plan of Reorganization by and among
Registrant, Contigo Software, Inc. and CSI Acquisition Corporation
dated as of April 7, 2000.
3.1** Restated Certificate of Incorporation.
3.2** Form of Restated Certificate of Incorporation to become effective
upon the closing of this offering.
3.3** Bylaws.
3.4** Amended and Restated Bylaws to become effective upon the closing of
this offering.
3.5** Amendment to Restated Certificate of Incorporation.
3.6** Certificate of Amendment to Restated Certificate of Incorporation
to be effective prior to the closing of this offering.
4.1** Reference is made to Exhibits 3.1 through 3.4.
4.2** Specimen stock certificate representing shares of common stock.
5.1 Opinion of Cooley Godward LLP regarding the legality of the
securities being registered.
10.1** 2000 Equity Incentive Plan.
10.2** 2000 Employee Stock Purchase Plan.
10.3** Amended and Restated Stockholders' Agreement, among the Registrant,
certain of its stockholders and certain of its management, dated
March 29, 1999.
10.4** Amended and Restated Investors' Agreement, among the Registrant and
certain of its stockholders, dated November 17, 1999.
10.5** First Amendment to Amended and Restated Investors' Agreement, dated
as of November 17, 1999, among the Registrant and certain of its
stockholders, dated December 15, 1999.
10.6** Form of Indemnity Agreement to be entered into between Registrant
and each of its directors and executive officers.
10.7** Series B Preferred Stock Purchase Agreement, among Registrant and
the parties named therein, as amended, dated September 2, 1997.
10.8** Series C Preferred Stock Purchase Agreement, among Registrant and
the parties named therein, as amended, dated May 27, 1998.
10.9** Series D Preferred Stock Purchase Agreement, among Registrant and
the parties named therein, as amended, dated November 17, 1999.
10.10** First Amendment to Series D Preferred Stock Purchase Agreement,
dated as of November 17, 1999 between Registrant and the parties
named therein, dated December 15, 1999.
10.11** Note and Warrant Purchase Agreement, dated March 31, 1998, among
Registrant and the partners named therein.
10.12** Lease, dated March 3, 1997, between BMC Properties, LLC and
Registrant.
10.13** Lease, dated June 6, 1999, between BLC Properties, LLC and
Registrant.
10.14+** Source Code and Object Code License Agreement, dated December 29,
1999, between Registrant and AudioTalk Networks, Inc.
10.15** Personal Services Agreement, dated November 17, 1999, between
Registrant and Jim LeJeal.
10.16** Personal Services Agreement, dated November 17, 1999, between
Registrant and Paul Berberian.
</TABLE>
--------

+ Confidential treatment to be requested with respect to portions of these
exhibits.
** Previously filed.

II-3
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.17+** Services Agreement, dated November 17, 1999, between the Registrant
and At Home Corporation d.b.a Excite@Home.
10.18** Series E Preferred Stock Purchase Agreement, dated as of March 29,
2000, between Registrant and Microsoft Corporation.
10.19** Personal Services Agreement, dated March 30, 2000, between the
Registrant and Terence G. Kawaja.
10.20+** Shareholders Agreement, dated June 9, 2000, between the Registrant
and Evoke Communications B.V.
10.21+** License and Services Agreement, dated June 21, 2000, between the
Registrant and Evoke Communications B.V.
21.1** Subsidiaries of Registrant.
23.1 Consent of Cooley Godward LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP for Evoke Communications, Inc.
23.3 Consent of KPMG LLP for Contigo Software, Inc.
24.1** Powers of attorney (included on Page II-5).

24.2** Power of attorney for Terence Kawaja and Andre Meyer.

24.3** Power of attorney for Steven C. Halstedt.

24.4 Power of attorney for Dr. Massih Tayebi.
27** Financial Data Schedule.
</TABLE>
--------

+ Confidential treatment to be requested with respect to portions of these
exhibits.
** Previously filed.

(b) Financial Statement Schedules.

Not applicable.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 14 or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

II-4
<PAGE>

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, County of Boulder, State of Colorado, on July 17, 2000.

/s/ Paul A. Berberian
By:
----------------------------------
Paul A. Berberian
Chairman of the Board,
Chief Executive Officer
and President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ * Chairman of the Board, July 17, 2000
___________________________________________ Chief Executive Officer
Paul A. Berberian and President (Principal
Executive Officer)

/s/ * Chief Operating Officer, July 17, 2000
___________________________________________ Secretary, Treasurer and
James M. LeJeal Director (Principal
Accounting Officer)
/s/ * Executive Vice President July 17, 2000
___________________________________________ and Chief Financial
Terence G. Kawaja Officer (Principal
Financial Officer)
/s/ * Director July 17, 2000
___________________________________________
Andre Meyer

/s/ * Director July 17, 2000
___________________________________________
Don Hutchison

/s/ * Director July 17, 2000
___________________________________________
Bradley A. Feld

/s/ * Director July 17, 2000
___________________________________________
Steven C. Halstedt
/s/ * Director July 17, 2000
___________________________________________
Carol deB. Whitaker
/s/ * Director July 17, 2000
___________________________________________
</TABLE> Dr. Massih Tayebi

/s/ Paul A. Berberian

*By--__________________________
Paul A. Berberian
Attorney-in-fact

II-6

<PAGE>

EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement.
2.1** Agreement and Plan of Reorganization by and among Registrant, Contigo
Software, Inc. and CSI Acquisition Coporation dated as of March 24,
2000.
2.2** Amendment to Agreement and Plan of Reorganization by and among
Registrant Contigo Software, Inc. and CSI Acquisition Corporation
dated as of April 7, 2000.
3.1** Restated Certificate of Incorporation.
3.2** Form of Restated Certificate of Incorporation to become effective
upon the closing of this offering.
3.3** Bylaws.
3.4** Amended and Restated Bylaws to become effective upon the closing of
this offering.
3.5** Amendment to Restated Certificate of Incorporation.
3.6** Certificate of Amendment to Restated Certificate of Incorporation to
be effective prior to the closing of this offering.
4.1** Reference is made to Exhibits 3.1 through 3.4.
4.2** Specimen stock certificate representing shares of common stock.
5.1 Opinion of Cooley Godward LLP regarding the legality of the
securities being registered.
10.1** 2000 Equity Incentive Plan.
10.2** 2000 Employee Stock Purchase Plan.
10.3** Amended and Restated Stockholders' Agreement, among the Registrant,
certain of its stockholders and certain of its management, dated
March 29, 1999.
10.4** Amended and Restated Investors' Agreement, among the Registrant and
certain of its stockholders, dated November 17, 1999.
10.5** First Amendment to Amended and Restated Investors' Agreement, dated
as of November 17, 1999, among the Registrant and certain of its
stockholders, dated December 15, 1999.
10.6** Form of Indemnity Agreement to be entered into between Registrant and
each of its directors and executive officers.
10.7** Series B Preferred Stock Purchase Agreement, among Registrant and the
parties named therein, as amended, dated September 2, 1997.
10.8** Series C Preferred Stock Purchase Agreement, among Registrant and the
parties named therein, as amended, dated May 27, 1998.
10.9** Series D Preferred Stock Purchase Agreement, among Registrant and the
parties named therein, as amended, dated November 17, 1999.
10.10** First Amendment to Series D Preferred Stock Purchase Agreement, dated
as of November 17, 1999 between Registrant and the parties named
therein, dated December 15, 1999.
10.11** Note and Warrant Purchase Agreement, dated March 31, 1998, among
Registrant and the partners named therein.
10.12** Lease, dated March 3, 1997, between BMC Properties, LLC and
Registrant.
10.13** Lease, dated June 6, 1999, between BLC Properties, LLC and
Registrant.
10.14+** Source Code and Object Code License Agreement, dated December 29,
1999, between Registrant and AudioTalk Networks, Inc.
10.15** Personal Services Agreement, dated November 17, 1999, between
Registrant and Jim LeJeal.
10.16** Personal Services Agreement, dated November 17, 1999, between
Registrant and Paul Berberian.
10.17+** Services Agreement, dated November 17, 1999, between Registrant and
At Home Corporation d.b.a. Excite@Home.
</TABLE>
--------

+ Confidential treatment to be requested with respect to portions of these
exhibits.
** Previously filed.

I-1
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
10.18** Series E Preferred Stock Purchase Agreement, dated as of March 29,
2000, between Registrant and Microsoft Corporation.
10.19** Personal Services Agreement, dated March 30, 2000, between the
Registrant and Terence G. Kawaja.
10.20+** Shareholders Agreement, dated June 9, 2000, between the Registrant
and Evoke Communications B.V.
10.21+** License and Services Agreement, dated June 21, 2000, between the
Registrant and Evoke Communications B.V.
21.1** Subsidiaries of Registrant.
23.1 Consent of Cooley Godward LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP for Evoke Communications, Inc.
23.3 Consent of KPMG LLP for Contigo Software, Inc.
24.1** Powers of attorney (included on Page II-5).
24.2** Power of attorney for Terence Kawaja and Andre Meyer.
24.3** Power of attorney for Steven C. Halstedt.
24.4 Power of attorney for Dr. Massih Tayebi.
27** Financial Data Schedule.
</TABLE>
--------

** Previously filed.
+ Confidential treatment to be requested with respect to portions of these
exhibits.

I-2