EVOKE INC, S-1/A, 2000-02-18

EVOKE INC
S-1/A, 2000-02-18
BUSINESS SERVICES, NEC

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As filed with the Securities and Exchange Commission on February 18, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Evoke Incorporated
(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 Incorporated
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.
Stephanie A. Anagnostou, 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
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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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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 FEBRUARY 18, 2000

PROSPECTUS

[LOGO]

Evoke Incorporated
(formerly VStream Incorporated)

Common Stock

$ per share

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

This is an initial public offering of shares of our common stock. Evoke
Incorporated currently expects the initial public offering price to be between
$ and $ per share. We have applied to have our common stock included for
quotation on the Nasdaq National Market under the symbol "EVOK."

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Investing in the common stock involves a high degree of risk. See "Risk
Factors" beginning on page 6.

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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<S> <C> <C>
Initial Public Offering Price $ $
Underwriting Discount $ $
Proceeds to Evoke Incorporated (before expenses) $ $
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The underwriters are offering the shares subject to various conditions. 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
<PAGE>

[Description of Artwork]
<PAGE>

You should rely only on the information contained in this prospectus. Evoke
has not authorized anyone to provide you with different information. Evoke is
not making an offer of these securities in any state where the offer is not
permitted. 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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TABLE OF CONTENTS

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Page
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Prospectus Summary...................................................... 2
Risk Factors............................................................ 6
Forward-Looking Statements; Market Data................................. 18
Use of Proceeds......................................................... 19
Dividend Policy......................................................... 19
Dilution................................................................ 20
Capitalization.......................................................... 21
Selected Financial Data................................................. 22
Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................... 23
Business................................................................ 28
Management.............................................................. 42
Certain Relationships and Related Transactions.......................... 52
Principal Stockholders.................................................. 54
Description of Capital Stock............................................ 56
Shares Eligible for Future Sale......................................... 60
United States Tax Consequences to Non-United States Holders............. 61
Underwriting............................................................ 64
Legal Matters........................................................... 66
Experts................................................................. 66
Where You Can Find Additional Information............................... 66
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

Since our inception in April 1997, we have raised approximately $110 million
from leading strategic and venture capital investors including Centennial
Ventures, EMC, Excite@Home, Panasonic, Pequot Capital and SOFTBANK Technology
Ventures. Through the end of 1999, we provided Evoke Webcasting and Evoke
Webconferencing services to over 550 business customers including Cisco
Systems, Excite@Home, MessageMedia, Microsoft and Wells Fargo Bank.

Our Services

We currently offer three easy-to-use, highly functional Internet
communication services:

. Evoke Webconferencing is an automated conferencing service that
leverages the power, reach and visual support of the Internet and the
reliability and universal availability of traditional telephone
conferencing services. Evoke Webconferencing users can 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.

. Evoke Webcasting provides customers with a complete solution for
controlled delivery of voice, video and visuals over the Internet or
corporate intranets. We capture content from our customers' live and
recorded events, encode, track and manage it, providing an end-to-end,
cost-effective streaming solution.

. Evoke Talking Email allows users to record a free voice message up to 30
seconds long and send it as an email message. The service has the
capability to deliver the message to thousands of users simultaneously.
Additionally, users can post their voice message as a link embedded on a
web page.

Our Market Opportunity

The Internet has emerged as a global medium for communication and commerce,
enabling millions of individuals to communicate and conduct business
electronically. 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. According to International Data Corporation, the
Internet telephony market is expected to grow from approximately $500

2
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million in 1999 to approximately $12 billion in 2003. This market includes
Internet long distance, voice-enabled e-commerce applications such as web
conferencing and other enhanced services. Although many companies offer various
types of communication services, including traditional conferencing, web
collaboration and streaming services, we believe that there is a significant
opportunity for an integrated Internet communication solution that combines
these standalone applications into a powerful suite of services.

Our Solution

Our integrated Internet communication services combine emerging
communication technologies, such as web conferencing, web collaboration and
streaming media, with traditional telephony and other communication
technologies. 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.

. Superior 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.

. Automated Services. Most of our services are fully automated and require
no human intervention, while customer support is available upon request.

. 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.

. Reliable and Scalable Infrastructure. We have designed our
infrastructure to meet stringent telecommunication-grade reliability
requirements and to be scalable with the growth of our business.

Our Strategy

We intend to become the 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. We
have designed our infrastructure, technologies and proprietary systems
to enable us to quickly and reliably develop new services and improve
upon our existing services.

. Aggressively Market Through Multiple Distribution Channels. We intend to
aggressively market our services through multiple distribution channels
including direct sales, co-branding, affiliate programs and indirect
sales.

. Migrate Users to More Sophisticated Services. 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.

. Increase Brand Awareness. We intend to establish Evoke as a leading
Internet communication services brand through Internet, print and
broadcast advertising and by forming additional strategic partnerships
with leading Internet companies to offer co-branded services.

. Aggressively Expand Our Infrastructure and Capacity. 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.

. Expand through Acquisitions and International Joint Ventures. We intend
to expand our leadership position in the Internet communication services
market through acquisitions and international joint ventures.

3
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The Offering

Common stock offered........ shares

Common stock outstanding
after this offering........
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 January 31, 2000. It also reflects the automatic conversion of all
outstanding series of preferred stock into common stock. This information
excludes:

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

. 2,681,540 shares that could be issued upon the exercise of options
outstanding as of January 31, 2000 at a weighted average exercise price
of $1.19 per share; and

. 117,788 shares that could be issued upon the exercise of warrants
outstanding as of January 31, 2000 at a weighted average exercise price
of $1.29 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
and in February 2000 we changed our name to Evoke Incorporated. Our principal
executive office is located at 1157 Century Drive, Louisville, Colorado 80027
and our telephone number is (800) 878-7326. Our web site adress is
www.evoke.com. Our trademarks and service marks include "Evoke," "evoke.com,"
"Evoke Webconferencing," "Evoke Talking Email," "Evoke Webcasting," "Live Evoke
Webcasting" and "On-Demand Evoke Webcasting." Each other trademark, trade name
or service mark appearing in this prospectus belongs to its holder. Unless we
tell you otherwise, "Evoke," "we," "us" and "our" in this prospectus refer to
Evoke Incorporated. Information contained on our web site or any other web site
does not constitute part 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 included elsewhere in this prospectus.

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<CAPTION>
Period from
Inception
(April 17, 1997) Year Ended December 31,
to December 31, ---------------------------------------
1997 1998 1999
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(in thousands, except share and per share data)
<S> <C> <C> <C> <C>
Statement of Operations
Data:
Revenue............... $ -- $ 675 $ 2,246
Gross profit (loss)... (106) (121) (1,122)
Loss from operations.. (764) (3,494) (11,253)
Net loss.............. (749) (3,272) (10,854)
Basic and diluted net
loss per share....... $ (2.95) $ (6.86) $ (16.61)
Shares used in
computing net loss
per share--basic and
diluted.............. 254,264 477,123 653,594
Pro forma basic and
diluted net loss per
share................ $ (0.51)
Shares used in
computing pro forma
net loss per share--
basic and diluted.... 21,330,732

Pro forma basic and diluted net 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.

The following table is a summary of our balance sheet as of December 31,
1999. The pro forma column gives effect to the automatic conversion of all
outstanding series of preferred stock into common stock upon completion of this
offering. The pro forma as adjusted column reflects our receipt of the
estimated net proceeds from the sale of the shares of common stock we are
selling in this offering at an assumed initial public offering price of $ per
share, after deducting estimated underwriting discounts and commissions and
expenses.

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December 31, 1999
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Pro Forma
Actual Pro Forma as Adjusted
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(in thousands)
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Balance Sheet Data:
Cash and cash
equivalents.......... $ 89,234 $ 89,234 $
Working capital....... 79,920 79,920
Total assets.......... 110,338 110,338
Long-term debt, less
current portion...... 2,260 2,260
Redeemable convertible
preferred stock and
warrants............. 111,247 --
Total stockholders'
equity (deficit)..... (13,927) 97,320
</TABLE>

5
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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 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 $15 million from our inception through
December 31, 1999, and we anticipate a net loss through at least the end of
2001. 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, and general and administrative 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. You should
consider our business and prospects in light of the risks, expenses and
difficulties frequently encountered by growing companies in rapidly evolving
markets, such as the markets for web conferencing, web collaboration and
streaming services. 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. Our
inability to successfully address these risks will harm our business.

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 markets in which we compete 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.
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.

Variations in our quarterly operating results may be caused by a number of
factors, many of which are beyond our control, including:

. our ability to expand our customer base and retain current customers;

. how and when we introduce new services and enhance our existing
services;

. the success of building our new brand and continued marketing
campaigns;

. our ability to establish and maintain strategic partnerships;

. the demand for Internet communication services;

. delays in the length of our sales cycles;

. the emergence and success of new and existing competition;

. varying operating costs and capital expenditures related to the
expansion of our business operations and infrastructure, domestically
and internationally, including the hiring of new employees;

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. our ability to protect our proprietary systems and other intellectual
property;

. technical difficulties with our services, system downtime, system
failures or interruptions in Internet access;

. costs related to the acquisition of businesses or technology;

. price-based competition by our conferencing, collaboration and
streaming competitors; and

. costs of litigation.

In addition to the factors listed above, we expect our results will
fluctuate based on seasonal sales patterns. Our operating results for 1999, for
example, 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 others, including the summer holiday period,
will decrease as compared to other periods of the year.

Our business will suffer if the market for Internet communication services
fails to grow

Our business will be harmed if use of the Internet as a communication medium
does not continue to develop, or if it develops more slowly than we expect. The
market for Internet communication services is new and rapidly evolving. Our
success depends on the adoption of Internet communication services by current
and future customers as an integral part of their businesses. Our current and
planned services are very different from the traditional communication
solutions that our customers have historically used. Growth in profitability
from Evoke Webconferencing will depend in part on significantly more customers
using Evoke Webconferencing's web-based features in addition to our traditional
conferencing features. In the fourth quarter of 1999, only a small percentage
of Evoke Webconferencing users proactively used the web in this way. Businesses
that have already invested substantial resources in traditional or other
methods of communications may be reluctant to adopt new Internet communication
services. If sufficient demand for our services does not develop, our business
will be harmed. As a result, the price of our common stock would decline.

Our recent name change may confuse our customers and business partners,
which could adversely affect the results of our operations and the price of our
stock

In February 2000, we changed our name from VStream Incorporated to Evoke
Incorporated and our web site from www.vstream.com to www.evoke.com. We also
changed the name of each of our services to reflect our new Evoke brand. These
changes may confuse our customers, business partners and investors, which could
harm our business. We have invested significant resources in developing the
VStream brand and the names of our services associated with it. We may be
unsuccessful in transferring any or all of the brand equity that we have
created in the VStream brand to our new brand. We plan to incur significant
sales and marketing expense in an attempt to build a strong brand identity
centered around our new name and we may not be successful.

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 infrastructure from a single
supplier. These components, called multipoint control units, 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 be
able to purchase additional multipoint control units from this supplier. We
have no guaranteed supply arrangements nor a contract with the supplier of
these components. Because we do not have a contract 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 also rely on a single supplier for storage hardware, which stores critical
operations data and maintains the reliability of our services. Our agreement
with this supplier has a two-year term, which may be extended by this supplier
for an additional two years.

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In addition, any extended reduction, interruption or discontinuation in the
supply of these key components would cause significant delays and costs in
providing services to our existing and prospective customers. We would also
experience difficulties in obtaining alternative sources or in integrating
alternative components into our technology platform. In addition, it is
possible that alternative sources of these components may not provide
compatible units made on commercially reasonable terms, on a timely basis or at
all. If any of these risks were to occur, our business would be substantially
harmed.

If any of the third party technologies and services that we use become
unavailable to us, our ability to offer our services will be substantially
harmed

We are highly dependent on the third party technologies and services that we
use in our services. We license streaming software 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 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, or at all,
and 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. This process 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 by our service providers would also likely disrupt the operation
of our delivery platform, causing a loss of revenues and potential loss of
customers. Such losses could substantially harm our business.

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

A small number of customers account for a high percentage of our revenue.
The loss of any of these major customers could result in lower than expected
revenue and cause our stock price to decline. 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. 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. Few of our customers enter into contracts that obligate
them to purchase our services. When they do enter into contracts, the customer
can cancel the contract with little notice. 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 adversely impact our revenue and operating results.

We may not successfully develop new services and delays in the introduction
of new services may harm our business

We have several services currently in the development stage, such as voice
chat and a wireless Evoke Webconferencing platform, and intend to develop
future services any of which may be critical to our future success. Our growth
depends on our ability to develop and continue to develop leading edge Internet
communication services. We may not successfully identify, develop and market
new services in a timely and cost-effective manner. If we develop services that
fail to achieve widespread market acceptance or that fail to generate
significant revenues to offset development costs, our business would be harmed.
We have experienced development delays and cost overruns in our development
efforts in the past and we may encounter such problems in the future. Delays
and cost overruns could affect our ability to timely respond to technological
changes, evolving industry standards, competitive developments or customer
requirements. In addition, some of these offerings may require us to acquire
technologies or form relationships with third parties and we cannot be certain
that we will be able to identify suitable candidates or come to terms
acceptable to us for any such acquisition or relationship. In addition, we may
not successfully alter the design of our systems to quickly integrate new
technologies.

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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. 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. 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 compete with providers of traditional teleconferencing services,
including 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
collaboration services. We also compete directly with companies that provide
Internet collaboration services and software, including Centra Software,
Contigo Software, PlaceWare and WebEx. In addition, we compete with companies
that provide voice messaging services and streaming content delivery services,
hardware and software, including iBeam, InterVu and Broadcast.com, a division
of Yahoo!.

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. Telecommunication providers, for example,
enjoy lower per-minute long distance costs as a result of their ownership of
the underlying telecommunications network. In addition, these potential
competitors may choose to enter or expand their positions in the Internet
communication services market by acquiring one of our existing competitors or
by forming strategic alliances with these competitors. Any of these occurrences
could harm our ability to compete effectively.

We could lose or fail to form strategic partnerships that are important to
our business, including Blue Mountain Arts and Excite@Home

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 and our failure to find other strategic partners
in a timely manner could harm our business. Our strategic partnership with Blue
Mountain Arts, for example, accounted for a substantial majority of the Evoke
Talking Email messages processed by our systems in January 2000. The loss of
this relationship would significantly harm our strategy to increase brand
awareness using Evoke Talking Email. 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.

In November 1999, we entered into a strategic partnership with Excite@Home
for a term of two years, pursuant to which we will provide our Internet
communication services to users of Excite@Home's web properties. Excite@Home
may terminate the partnership under certain circumstances, including
circumstances beyond our control. Early termination of our partnership with
Excite@Home may harm our reputation, decrease the size of our user base and
cause our stock price to decline. Moreover, Excite@Home is indirectly
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 communications in the future.

Our failure to manage our planned rapid growth could cause our business to
suffer

We plan to expand our operations rapidly and to significantly add to our
infrastructure. This expansion is expected to place a significant strain on our
managerial, operational and financial resources, and we may not effectively
manage this future growth. Expanding our business will require us to invest
significant amounts of capital to compete with other providers that may have
more experience and greater resources than we do. Also, our management may have
to divert a disproportionate amount of its attention away from our day-to-day

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activities and devote a substantial amount of time expanding into new areas.
Our failure to manage our growth effectively could substantially harm our
business.

Additionally, our planned 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, our business will be substantially harmed.

We face risks associated with international operations, such as our
potential joint venture with @viso Limited, that may harm our business

We intend to expand into international markets and to spend significant
financial and managerial resources to do so. In particular, we are currently
forming a joint venture to create Evoke Europe, which, if successful, will
expand our operations to continental Europe and the United Kingdom. If we fail
to form this joint venture, we would need to identify other strategic partners
and agree on terms in order to expand internationally. If we were not able to
do so, we may not be able to expand internationally, which could harm our
financial results and cause our stock price to decline. In addition, even if
our joint venture with @viso Limited is formed, the 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
business, financial condition and operating results will suffer.

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;

. political and economic instability;

. wage and price controls;

. fluctuations in currency exchange rates;

. linguistic and cultural differences;

. difficulties in collecting accounts receivable and longer collection
periods;

. imposition of currency exchange controls; and

. potentially adverse tax consequences.

Any of these factors could adversely affect our international operations
and, consequently, our business and operating results.

In addition, our expansion into international markets will 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 acquire other companies or form joint ventures, which could
negatively affect our operations and financial results or dilute our existing
stockholders

We expect to review acquisition, joint venture and investment prospects that
would complement our current services, enhance our technical capabilities or
offer growth opportunities. We have limited experience in acquisition
activities and may have to devote substantial time and resources in order to
complete potential

10
<PAGE>

acquisitions. We may not identify or complete acquisitions in a timely manner,
on a cost effective basis or at all. These transactions entail numerous risks
that could harm our operating results and cause our stock price to decline,
including:

. difficulties in integrating acquired operations, technologies, products
and services, information systems and personnel;

. unanticipated costs that may harm our operating results;

. diversion of management's attention from other business concerns; and

. risks of entering markets in which we have no or limited prior
experience.

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

. issue equity securities that would dilute our stockholders;

. incur debt;

. 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.

Any of these risks could harm our business, operating results and financial
condition. We may use a portion of the net proceeds of this offering for future
acquisitions, joint ventures or investments.

We may not be able to obtain additional capital to fund our operations when
needed

We will need to raise additional funds in the future. If our capital
requirements vary significantly from our current plans or if unforeseen
circumstances occur, we may require additional financing sooner than we
anticipate. 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 on acceptable terms, then we may be
unable to:

. fund our capital requirements;

. take advantage of strategic opportunities;

. respond to competitive pressures; and

. develop or enhance our services.

If we raise additional funds by issuing additional equity securities, our
existing stockholders will experience dilution, and, if approved by our
stockholders, the newly issued securities could have rights superior to those
of the shares of common stock sold in this offering. If we raise additional
funds by issuing debt securities, we may also become subject to significant
limitations on our operations.

We depend on key executives who may leave us at any time

Our success substantially depends on the continued employment of our
executive officers, particularly Paul Berberian, our Chairman of the Board,
Chief Executive Officer and President and James LeJeal, our Chief Operating
Officer and Chief Financial Officer, and Todd Vernon, our Chief Technology
Officer, 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 executive officers or key employees could materially harm our
business. 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 and Mr. LeJeal.

Our business will suffer if we do not attract and retain additional highly
skilled personnel

To successfully execute our business strategy, we must identify, attract,
retain and motivate highly skilled sales and marketing, technical and
managerial personnel. We are in the process of hiring a new Chief Financial

11
<PAGE>

Officer. We also plan to significantly expand our operations and we will need
to hire additional personnel as our business grows. Competition for personnel
with Internet-related sales and marketing or technology skills is intense. 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.
Failure to retain and attract necessary personnel could harm our business.
Revenues from our business-to-business services, such as our flagship Evoke
Webconferencing service, are substantially driven by our ability to attract,
train and retain highly qualified sales personnel. We plan to increase the
number of our direct sales representatives from 27, as of January 31, 2000, to
at least 140 representatives by the end of 2000. A failure to attract this
number of direct sales representatives would have a significant effect on our
financial results and could cause our stock price to decline.

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.
The occurrence of any of the foregoing risks would harm our business.

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.
Moreover, our customers depend on Internet service providers and other web site
operators for access to our services. These providers have had interruptions in
their services for hours and, in some cases, days, due to system failures
unrelated to our systems. These interruptions could materially harm our
reputation and our business.

Unknown software defects could disrupt our services, which could harm our
business and reputation

We may not discover software defects that affect current or planned services
or enhancements until after they are deployed. Our service offerings depend on
complex software, both internally developed and licensed from third parties.
Complex software often contains defects, particularly when first introduced or
when new versions are released. In the past, we have experienced disruptions in
service due to defects in software developed by us. Future defects could cause
service interruptions, which could damage our reputation, increase our service
costs, cause us to lose revenue, delay market acceptance and divert our
development resources, any of which could cause our business to suffer.

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 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 failure to prevent
security breaches could damage our reputation, expose us to risk of loss or
liability or otherwise harm our business, operating results and financial
condition. 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.

12
<PAGE>

Our intellectual property is not currently patented, 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. These 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. Other companies or individuals could
develop and market similar systems and services and we would have no legal
claim against them unless and until we obtain such protection.

To protect our proprietary rights, we 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 trademarks.
Furthermore, the validity, enforceability and scope of protection for
intellectual property such as ours in Internet-related industries is uncertain
and still evolving. Existing trade secret, copyright and trademark laws offer
only limited protection. Further, effective trade secret, copyright and
trademark protection may not be available in every country in which we will
offer our services and policing unauthorized use of our proprietary information
is difficult.

The development of technology that is similar to ours by our current or
future competitors or the unauthorized use of our intellectual property by
third parties would cause the value of our services to decline significantly
and would substantially harm our business. 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.

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. 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.

We license and may continue to license third party technologies and we face
risks in doing so

The market for Internet communication services is rapidly evolving and we
may need to license additional technologies to remain competitive. We are
dependent on technology that we license from Audio Talk Networks to develop
voice chat services over the Internet. AudioTalk may grant identical or similar
licenses to others. If this license is terminated, we would be required to
remove the licensed technology from any of these services that we develop. As a
result, we would have to expend significant resources to develop comparable
technology or license similar technology, if available on a timely basis,
commercially reasonable terms or at all. Our inability to obtain any of these
licenses could delay the development of our services until equivalent
technology can be identified, licensed and integrated. In addition, these
third-party licenses may expose us to increased risks, including:

. risks related to the integration of new technology;

. the diversion of resources from the development of our own proprietary
technology; and

. our inability to generate revenues from new technology sufficient to
offset associated acquisition and maintenance costs.

13
<PAGE>

If we do not increase the capacity of our infrastructure in excess of
customer demand, customers may experience service problems and our revenue may
decrease

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 more for 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.
Installing and configuring these 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. If streaming media technology fails to achieve broad commercial
acceptance or such acceptance is delayed, our business could be substantially
harmed.

Risks Relating to Our Industry

We may experience service disruptions due to problems with the
infrastructure of the Internet

If Internet usage grows, the Internet infrastructure may not be able to
support the demands placed on it by this growth, specifically the demands of
delivering high-quality communication services. As a result, its performance
and reliability may decline. Some web sites have experienced service problems
caused by hackers who manipulate their web sites through illegal means. In
addition, web sites have experienced interruptions in service as a result of
outages and other delays occurring throughout the Internet network
infrastructure. If these outages or delays occur frequently in the future,
Internet usage, as well as the usage of our services, could grow more slowly or
decline.

Our industry is experiencing consolidation that may intensify competition

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 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 a party with significant resources and
experience that could increase the ability of the competitor to compete
with our services; or

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

Changes in telecommunications regulations could reduce 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

14
<PAGE>

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 regulatory authorities may seek to regulate aspects of our
services as telecommunication activities. Any such 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 or otherwise harm our business.

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:

. 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.

Other countries and political organizations are likely to impose or favor
more and different regulation than that which has 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 do not know for certain how existing laws governing issues such as
property ownership, copyright and other intellectual property issues, taxation,
illegal or obscene content, retransmission of media and personal privacy and
data protection apply to the Internet. The vast majority of these laws were
adopted before the advent of the Internet and related technologies and do not
address the unique issues associated with the Internet and related
technologies. Most of the laws that relate to the Internet have not yet been
interpreted. Changes to or the interpretation of these laws could:

. limit the growth of the Internet;

. create uncertainty in the marketplace that could reduce demand for our
services;

. increase our cost of doing business;

. expose us to significant liabilities associated with content available
on our websites or distributed or accessed through our services; or

. lead to increased product development costs, or otherwise 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

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, license of technology or provision of services. In October 1998,
the Internet Tax Freedom Act (ITFA) was signed into law. Among other things,
the ITFA imposes a three-year moratorium on discriminatory taxes on e-commerce.
Nonetheless, foreign countries or, following the moratorium, one or more
states, may seek to impose sales or other tax obligations on companies that
engage in such activities within their jurisdictions. 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, licenses
of technology or provision 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.

15
<PAGE>

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 % of our outstanding 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.

Future sales of our common stock in the public market could cause our stock
price to fall and decrease the value of your investment

The market price of our common stock could fall if our stockholders sell
substantial amounts of common stock, including shares issued upon the exercise
of outstanding options and warrants, in the public market following this
offering. Such sales might also make it more difficult for us to sell equity
securities in the future at a time and price that we deem appropriate. After
this offering, there will be shares of our common stock outstanding.
Restrictions under the securities laws and certain lock-up agreements limit
the number of shares of common stock that may be sold in the public market.
However, Salomon Smith Barney, in its sole discretion, may release all or some
portion of the securities subject to lock-up agreements. Some stock and
warrant holders are entitled to certain registration rights. The exercise of
such rights could adversely affect the market price of our common stock.

Certain provisions in our corporate documents may discourage our
acquisition by others and thus depress our stock price

Our corporate documents and Delaware law could make it more difficult for a
third party to acquire us, even if a change in control would be beneficial to
our stockholders. These provisions might discourage, delay or prevent a change
in our control or a change in our management. These provisions could also
limit the price that investors might be willing to pay in the future for
shares of our common stock.

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.

If our stock price is volatile, we may become subject to securities
litigation which is expensive and could result in a diversion of resources

In the past, following periods of volatility in the market price of a
particular company's securities, securities class action litigation has often
been brought against that company. Many companies in the Internet industry
have been subject to this type of litigation in the past. We may also become
involved in this type of litigation. Litigation is often expensive and diverts
management's attention and resources, which could have a material adverse
effect upon our business, financial condition and results of operations.

We have broad discretion in spending the offering proceeds

Investments we make with the net proceeds may not yield favorable returns
and our accumulated deficit may increase. We expect to use the net proceeds
from this offering for general corporate purposes, such as working capital and
capital expenditures. We may use a portion of the net proceeds to acquire or
invest in other complementary technologies and businesses. Consequently, our
management will have the discretion to allocate the net proceeds to uses that
shareholders may not deem desirable.

16
<PAGE>

You will suffer immediate and substantial dilution

The initial public offering price per share will significantly exceed our
net tangible book value per share. Accordingly, investors purchasing shares in
this offering will suffer immediate and substantial dilution of their
investment.

We do not plan to pay dividends in the foreseeable future, and, as a result,
stockholders will need to sell shares to realize a return on their investment

We have not declared or paid any cash dividends on our capital stock since
inception. We intend to retain any future earnings to finance the operation and
expansion of our business and do not anticipate paying any cash dividends in
the foreseeable future. Consequently, you will need to sell your shares of
common stock in order to realize a return on your investment and you may not be
able to sell your shares at or above the price you paid for them.

17
<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. We are not obligated to update or
revise these forward-looking statements to reflect new events or circumstances.

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 and 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 and Consulting project, if at all. If these
markets do not grow at these projected rates, it may harm our business.

18
<PAGE>

USE OF PROCEEDS

We estimate that we will receive approximately $ million 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 $
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 factors, including our future revenues. Accordingly,
management will retain broad discretion in the allocation of the net proceeds
of this offering. 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. We have no current plans, agreements or commitments with respect to
any acquisitions, joint ventures or investments, and we are not currently
engaged in any negotiations with respect to any such transaction, other than
our potential joint venture with @viso Limited. 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.

19
<PAGE>

DILUTION

Our pro forma net tangible book value as of December 31, 1999 was $97.3
million, or approximately $1.90 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 December 31, 1999, other than to give effect to
our receipt of the net proceeds from the sale of the shares of common stock
in this offering at an assumed initial public offering price of $ per share,
our pro forma net tangible book value as of December 31, 1999 would have been
approximately $ , or $ per share. This represents an immediate increase
in net tangible book value of $ per share to existing stockholders and an
immediate dilution of $ per share to new investors. The following table
illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share..................... $
Pro forma net tangible book value per share before this offering $1.90
Increase per share attributable to new investors ...................
-----
Pro forma net tangible book value per share after this offering.......
---
Dilution per share to new investors................................... $
---
</TABLE>

The following table summarizes, on a pro forma basis as of December 31,
1999, 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 $ 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..... 51,221,169 % $112,067,577 % $2.19
New investors ............
---------- ----- ------------ ----- -----
Total................... 100.0% $ 100.0% $
========== ===== ============ ===== =====
</TABLE>

The foregoing table is based upon the number of shares of common and
preferred stock actually outstanding as of December 31, 1999. The foregoing
table does not include:

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

. 2,367,685 shares that could be issued upon the exercise of options
outstanding as of December 31, 1999 at a weighted average exercise price
of $0.65 per share; and

. 117,788 shares that may be issued upon the exercise of warrants
outstanding as of December 31, 1999 at a weighted average exercise price
of $1.29 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.

20
<PAGE>

CAPITALIZATION

The following table sets forth our cash and cash equivalents and
capitalization as of December 31, 1999. This information is presented:

. on an actual basis;

. on a pro forma basis to reflect the automatic conversion of all
outstanding series of preferred stock into our common stock upon
completion of this offering; and

. on a pro forma as adjusted basis to give effect to the sale of
shares of common stock offered in this offering at an assumed
initial public offering price of $ per share (after deducting the
estimated underwriting discounts and offering expenses) and the
application of the net proceeds therefrom.

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 included elsewhere in this prospectus.

<TABLE>
<CAPTION>
December 31, 1999
--------------------------------
Pro Forma
Actual Pro Forma as Adjusted
-------- --------- -----------
(dollars in thousands)
<S> <C> <C> <C>
Cash and cash equivalents...................... $ 89,234 $ 89,234 $
======== ======== ========
Long-term debt, less current portion........... $ 2,260 $ 2,260 $
-------- -------- --------
Redeemable preferred stock
Series B Preferred Stock, par value $.01 per
share; 10,635 shares authorized; 10,635
shares outstanding.......................... 1,064 --
Series C Preferred Stock, par value $.01 per
share; 10,000,000 shares authorized;
9,953,935 shares outstanding................ 10,284 --
Series D Preferred Stock, par value $.01 per
share; 34,000,000 shares authorized;
33,333,333 shares outstanding............... 99,794 --
Warrants for the purchase of 117,788 shares
of redeemable preferred stock............... 105 --
-------- -------- --------
111,247 --
-------- -------- --------
Stockholders' equity (deficit):
Undesignated preferred stock, 964,365 shares
authorized, none outstanding................ -- --
Preferred stock, Series A, par value $.01 per
share; 5,025,000 shares authorized and
outstanding................................. 503 --
Common stock, par value $.001 per share;
57,000,000 shares authorized; 500,000 shares
outstanding (51,221,169 shares pro forma)... 1 51
Additional paid-in capital, net of unearned
stock option compensation................... 445 112,145
Accumulated deficit.......................... (14,876) (14,876)
-------- -------- --------
Total stockholders' equity (deficit)....... (13,927) 97,320
-------- -------- --------
Total capitalization....................... $ 99,580 $ 99,580 $
======== ======== ========
</TABLE>

The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of December 31, 1999 and does
not include the following:

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

. 2,367,685 shares that could be issued upon the exercise of options
outstanding as of December 31, 1999 at a weighted average exercise price
of $0.65 per share; and

. 117,788 shares that may be issued upon the exercise of warrants
outstanding as of December 31, 1999 at a weighted average exercise price
of $1.29 per share.

21
<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with the
financial statements and the notes to such statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
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. Historical results are not necessarily indicative of the results to
be expected in the future.

<TABLE>
<CAPTION>
Period from
Inception Years Ended
(April 17, 1997) December 31,
to December 31, ---------------------
1997 1998 1999
---------------- --------- ----------
(in thousands, except share and per
share data)
<S> <C> <C> <C>
Statement of Operations Data:
Revenue................................ $ -- $ 675 $ 2,246
Cost of revenue........................ 106 796 3,368
--------- --------- ----------
Gross profit (loss).................... (106) (121) (1,122)
--------- --------- ----------
Operating expenses:
Sales and marketing.................. 69 1,804 7,007
Research and development............. 363 780 1,006
General and administrative, exclusive
of stock option compensation
expense............................. 226 789 1,822
Stock option compensation expense.... -- -- 296
--------- --------- ----------
Total operating expenses........... 658 3,373 10,131
--------- --------- ----------
Loss from operations............... (764) (3,494) (11,253)
Interest income, net................... 15 221 405
Other income (expense), net............ -- 1 (6)
--------- --------- ----------
Net loss........................... $ (749) $ (3,272) $ (10,854)
========= ========= ==========
Basic and diluted net loss per share... $ (2.95) $ (6.86) $ (16.61)
========= ========= ==========
Shares used in computing net loss per
share--basic and diluted.............. 254,264 477,123 653,594
Pro forma basic and diluted net loss
per share............................. $ (0.51)
==========
Shares used in computing pro forma net
loss per share--basic and diluted..... 21,330,732

Pro forma basic and diluted net 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.

<CAPTION>
December 31,
--------------------------------------
1997 1998 1999
---------------- --------- ----------
(in thousands)
<S> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents.............. $ 434 $ 1,222 $ 89,234
Investment securities.................. -- 4,951 --
Working capital........................ 335 5,631 79,920
Total assets........................... 1,054 8,755 110,338
Long-term debt, less current portion... -- -- 2,260
Redeemable convertible preferred stock
and warrants 1,064 11,347 111,247
Total stockholders' equity (deficit)... (199) (3,469) (13,927)
</TABLE>

22
<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. This discussion contains
certain forward-looking statements that involve risks and uncertainties. Please
see "Risk Factors" and "Forward-Looking Statements; Market Data" elsewhere in
this prospectus.

Overview

We are a leading Internet communication services provider. We offer a suite
of services that currently consists of Evoke Webconferencing, Live and On-
Demand Evoke Webcasting and Evoke Talking Email. 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 and Evoke Talking Email;

. establishing strategic partnerships with leading Internet companies; and

. expanding our direct sales force.

We have incurred losses since commencing operations and as of December 31,
1999, we had an accumulated deficit of $14.9 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 the end of 2001. 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 use Evoke Talking Email to promote brand awareness. At
this time, we do not generate revenue from Evoke Talking Email.

. 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.

23
<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
partnership with Excite@Home, we will purchase a significant amount of our
advertising and other media services from Excite@Home and its affiliates. 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 option programs 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 $1.7 million. This amount is equal to the excess of the fair
value of our common stock on the date of grant or sale over the option exercise
price and amortized over the vesting period of the options, which range from
one to four years. Of the total deferred compensation, approximately $0.3
million was expensed in 1999.

Results of Operations

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 revenues.

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.

24
<PAGE>

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 our research and development expenses 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 Option Compensation Expense. Stock option compensation expense was
$0.3 million in 1999. In the fourth quarter of 1999, options to purchase
881,500 common shares were granted with exercise prices less than the fair
value resulting in a charge to unearned stock option compensation of $1.7
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.

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.

25
<PAGE>

Quarterly Results of Operations

The following table sets forth our historical unaudited quarterly
information for our most recent four 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
---------------------------------------------
June
March 31, 30, September 30, December 31,
1999 1999 1999 1999
--------- ------- ------------- ------------
(in thousands)
<S> <C> <C> <C> <C>
Revenue.......................... $ 220 $ 414 $ 589 $ 1,023
Cost of revenue.................. 487 702 676 1,503
------- ------- ------- -------
Gross profit (loss).............. (267) (288) (87) (480)
------- ------- ------- -------
Operating expenses:
Sales and marketing............ 1,047 906 1,356 3,698
Research and development....... 148 152 216 490
General and administrative,
exclusive of stock option
compensation expense.......... 256 342 430 794
Stock option compensation
expense....................... -- -- -- 296
------- ------- ------- -------
Total operating expenses..... 1,451 1,400 2,002 5,278
------- ------- ------- -------
Loss from operations......... (1,718) (1,688) (2,089) (5,758)
Interest income (expense) and
other, net...................... 48 (23) (49) 423
------- ------- ------- -------
Net loss......................... $(1,670) $(1,711) $(2,138) $(5,335)
======= ======= ======= =======
</TABLE>

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 and $6.2
million in 1999.

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. 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 and $9.3 million in 1999. 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.

Net cash provided by financing activities was $1.6 million in 1997, $10.3
million in 1998 and $103.5 million in 1999. In each period, proceeds from the
sale of preferred stock were the primary source of the net

26
<PAGE>

cash provided by financing activities. Specifically, we issued $10.4 million of
our Series C preferred stock in 1998 and $100.0 million of our Series D
preferred stock in 1999.

At December 31, 1999, we had $89.2 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 December 31, 1999, our purchase
commitments, including capital expenditures, software licenses and sales and
marketing expenses, totaled $35.8 million.

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 at least through the end of 2000. 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 December 31, 1999, we had long term debt, including current portion, in
the aggregate amount of $3.6 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 December 31, 1999, 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 are a leading provider of 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 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 and voice-to-email messaging
through our Evoke Talking Email service. 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. 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 and Blue Mountain
Arts, to offer our proprietary systems as co-branded services to extend our
reach to small businesses, home offices and consumers.

Since our inception in April 1997, we have raised approximately $110 million
from leading strategic and venture capital investors including Centennial
Ventures, EMC, Excite@Home, Panasonic, Pequot Capital and SOFTBANK Technology
Ventures. Through the end of 1999, we provided Evoke Webconferencing and Evoke
Webcasting services to over 550 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 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 data. 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 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 data. As a result, traditional conferencing solutions do not
provide the same level of interaction as in-person meetings, and, therefore,
their applications are limited.

28
<PAGE>

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 web collaboration users will grow
from 13 million in 1999 to 36 million 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 data via the Internet. PEREY Research and 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 are a leading Internet communication services provider. 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 three services, Evoke
Webconferencing, Evoke Webcasting and Evoke Talking Email. 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.

Superior 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. 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.

29
<PAGE>

Automated Services. Most of our services are fully automated and require no
human intervention, although customer support is available upon request. In the
fourth quarter of 1999, our Evoke Webconferencing service averaged one human
interaction per 200 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 manage traffic volumes across hundreds of
Internet communication servers and telephony switches, enabling us to increase
capacity and meet growing customer demand.

Strategy

Our objective is to become the 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
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. For example, we are in the process of
developing a wireless platform that will allow users to initiate, control and
monitor an Evoke Webconference from a wireless device.

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. We intend to
increase our direct sales force from 27 as of January 31, 2000 to over
140 by the end of 2000.

. 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.

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<PAGE>

. Affiliate programs--We have over 2500 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. We are in the process of forming a European joint venture
with @viso Limited, a European-based venture capital firm. As part of this
joint venture, we are also developing technology that will allow us to deliver
our services in continental Europe and the United Kingdom.

Strategic Partnerships

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

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, Work.com. Work.com offers a co-
branded version of Evoke Webconferencing. Excite@Home shares a portion of our
revenue for the sale of 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. 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.

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@viso Limited. We are in the process of forming a joint venture relationship
with @viso Limited, a European-based venture capital firm owned by a SOFTBANK
Corporation affiliate and Vivendi Corporation, headquartered in Paris, France.
Through our intended joint venture, we would establish a majority-owned
subsidiary that will deploy our services in continental Europe and the United
Kingdom. Additionally, Vivendi's telecommunications subsidiary, Cegetel, will
be the exclusive sales force for our services in France. We are developing
specific technology that will allow our current systems and services to operate
with telephony systems in continental Europe and the United Kingdom. If we
successfully develop this technology on our planned schedule, we anticipate
that Evoke Europe will commence operations in 2000.

Blue Mountain Arts. Since November 1999, we have enabled Blue Mountain Arts
to provide Evoke Talking Email as a co-branded component of their electronic
greeting cards to enhance the user experience. 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.

In addition, we have developed relationships with various technology
companies to resell our Internet communication services in exchange for revenue
sharing opportunities. Current resale partners include Computer Town,
OfficeClick.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, and additional
fees for making a recorded web cast available for viewing for more than 30
days. 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 fourth quarter of 1999, our Evoke
Webconferencing service averaged approximately one operator interaction
per 200 conferences. By removing the reservation and operator-intensive
process of traditional conferencing services, Evoke Webconferencing
gives users complete control of their communication event.

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. 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 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, at a price per minute
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 and concerts for VH1.com into a streaming format for real-time
viewing over the Internet. Evoke Webcasting offers the following benefits:

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. 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 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.

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:

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. Voice Chat Service. We are developing the ability to provide two-way
voice communication services over the Internet, or Voice Chat, as a
standalone service and as an enhancement to our Evoke Webconferencing
service.

. Wireless Platform. We are developing a wireless platform that would
allow users to initiate, control and monitor an Evoke Webconference from
a wireless device.

. 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.

. Advanced Web Collaboration. We intend to integrate advanced
collaboration technologies, such as whiteboarding, application sharing
and web touring, into a high-end version of Evoke Webconferencing
targeted to the advanced user.

We have not yet begun the development or integration of all of these
services, and we do not currently know if or 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 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. Our top customers based on revenue in 1999
included the following:

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

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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 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 multipoint control
units that allow us to bridge multiple telephone lines onto a single call. We
purchase other telephony hardware to provide customized telephony
applications. We will incorporate technologies that we license from a third
party to develop voice chat services over the Internet. Our wireless web
applications will be built on 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.

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<PAGE>

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 robust billing structure. The systems layer represents the
majority of our proprietary software development and consists of functions such
as automated billing and reporting, security, transaction management, interface
integration, content management, call routing and fraud detection. Our dynamic
load balancing systems manage traffic volumes 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 research and development. Over the
last three years, we have expensed approximately $2.1 million related to
research and development activities. We intend to devote substantial resources
to research and development for the next several years. As of January 31, 2000,
we had 21 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 January 31, 2000, we had 40 full-time employees
engaged in sales. 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
January 31, 2000 consisted of 27 employees operating in eleven states. A
significant percentage of our sales compensation is commission based.
Sales is our fastest growing department and we anticipate our direct
sales staff to exceed 140 employees by the end of 2000.

. 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. We plan to
expand our business development team from 4 individuals as of January
31, 2000 to over 10 individuals by the end of 2000.

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. 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 January 31, 2000, we had over 2,500 affiliates signed up to
resell Evoke Webconferencing.

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

. 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 January 31, 2000, we had 24 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.

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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

. 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 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 or by forming strategic alliances
with these competitors.

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, Contigo, PlaceWare, and WebEx.
Some of these competitors offer collaboration services with a broader set of
features than we currently offer. 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, InterVU and Broadcast.com, a division
of Yahoo!.

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<PAGE>

Intellectual Property

In December 1999, we licensed the source and object code of specific
technologies from AudioTalk Networks which we are using to develop voice chat
services over the Internet. We licensed this technology, subject to certain
installation requirements and will pay royalties and software maintenance
through December 2001, after which we will have no further payment obligations.
AudioTalk 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 AudioTalk license is
perpetual and the agreement can be terminated by AudioTalk 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 January 31, 2000, we employed 117 people. The employees included 18 in
general and administrative functions, 15 in operations, 63 in sales and
marketing, and 21 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 chief financial 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
1,000 square feet in Atlanta, Bethesda, Boston, Chicago, Denver, Los Angeles,
New York, Minneapolis and San Francisco. 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.

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Legal Proceedings

From time to time, we have been subject to legal proceedings and claims in
the ordinary course of business. Although we are not currently involved in any
material legal proceedings, we may in the future be subject to legal disputes,
including claims of alleged infringement of third party patents, trademarks,
and other intellectual property rights by us and our licenses. Any claims, even
if not meritorious, could result in the expenditure of significant financial
and managerial resources. We are not aware of any legal proceedings or claims
that we believe will have, individually or in the aggregate, a material adverse
effect on our business.

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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....... 33 Chairman of the Board, Chief Executive Officer and President
James M. LeJeal......... 35 Chief Operating Officer, Chief Financial Officer and Director
Todd Vernon............. 35 Chief Technology Officer
Mhaer Alahydoian........ 36 Vice President International Business Development
Bryce Ambraziunas....... 29 Vice President Operations
Brad Dupee.............. 30 Vice President Business Development
Arturo Florcruz......... 39 Vice President Sales
Dan Fuller.............. 33 Senior Vice President Sales
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
Donald H. Parsons, Jr... 37 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, chief financial
officer and as a member of our board of directors since co-founding our company
in April 1997. 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.

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.

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<PAGE>

Key Employees

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.

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.

Arturo Florcruz has served as our vice president sales since January 2000
and as our director of sales, eastern region from May 1999 to January 2000.
From September 1998 to April 1999, Mr. Florcruz served as vice president, sales
and services for Ovation Communications, a competitive local exchange carrier
that was purchased by McLeod USA in February 1999. From July 1997 to August
1998, Mr. Florcruz served as vice president sales, central region for Frontier
Confertech. From May 1983 to June 1997, Mr. Florcruz held a variety of sales,
marketing and executive positions at Ameritech, including vice president of
sales and vice president of business development. Mr. Florcruz holds a B.S.
degree in marketing and management from Indiana University and a MBA degree in
management from Northwestern University Kellogg School of Business.

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.

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 October 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

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<PAGE>

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.

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.

Donald Hutchison has served as a member of our board of directors since
January 2000. Since February 1997, Mr. Hutchison has served as senior vice
president and general manager of Excite@Home, focusing on building their
business division, @Work. Since February 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.

Donald H. Parsons, Jr. has served as a member of board of directors since
April 1997. Mr. Parsons initially joined Centennial Ventures in 1989. He has
been a special limited partner of Centennial Holdings III and is currently a
general partner of Centennial Holdings IV and Centennial Holdings V and a
managing principal of Centennial Holdings VI. Additionally, he serves as a
senior vice president of Centennial Holdings, Inc. From 1982 to 1987, Mr.
Parsons was a video graphics engineer for IBM Corporation in Boca Raton,
Florida. Mr. Parsons is a member of the board of directors of Ecrix
Corporation, HighGround Systems, Inc., UMONGO, Inc. and iVAST Inc., each a
privately-held company. Mr. Parsons is the former chairman and president of the
Venture Capital Association of Colorado. Mr. Parsons holds a B.S. degree in
electrical engineering from Northwestern University and a MBA degree from the
University of Michigan Business School.

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.

44
<PAGE>

Classified Board of Directors

We currently have six directors. In February 2000, our board of directors
approved, subject to stockholder approval, our restated certificate of
incorporation to provide for, among other things, a classified board of
directors. The restated certificate of incorporation states that the terms of
office of the board of directors will be divided into three classes: class I,
whose term will expire at the first annual meeting of stockholders after this
offering, class II, whose term will expire at the second annual meeting of
stockholders after this offering and class III, whose term will expire at the
third annual meeting of stockholders after this offering. After such election,
the directors will serve for a term of three years and until their successors
have been elected.

Board Committees

Our audit committee consists of , and . 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.

Our compensation committee consists of and . 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 January 25, 2000, Mr. Hutchison received an option to purchase 40,000
shares of our common stock at an exercise price of $3.00 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 150,000 shares of our
common stock at $3.00 per share;

. On December 1, 1999, Messrs. Chrisman and Tankersley, our former
directors, and Messrs. Feld and Parsons each received an option to
purchase 40,000 shares of our common stock at an exercise price of $1.04
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;

. On December 1, 1999, Ms. Whitaker received an option to purchase 50,000
shares of our common stock at an exercise price of $1.04 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 50,000
shares of our common stock at $1.04 per share; and

. On June 16, 1999, Ms. Whitaker received an option to purchase 40,000
shares of our common stock at an exercise price of $.85 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.

45
<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 $ 5,000 200,000
James M. LeJeal
Chief Operating Officer, Chief Financial Officer
and Director................................... 131,515 5,000 200,000
Todd Vernon
Chief Technology Officer........................ 119,697 12,000 50,000
</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
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....... 200,000 9.7% $1.04 Nov. 17, 2009 $130,810 $ 331,498
James M. LeJeal......... 200,000 9.7 1.04 Nov. 17, 2009 130,810 331,498
Todd Vernon............. 50,000 2.4 0.85 May 31, 2009 26,728 67,734
</TABLE>

The percent of total options granted in 1999 in the above table is based on
2,059,750 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 fair market value of the
common stock on the date of the grant as determined by the board of directors
appreciates at the indicated annual rate compounded annually for the entire
term of the option, and

46
<PAGE>

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 January 31, 2000.
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 fair market value of our
common stock as of January 31, 2000 (determined by the board of directors in
the manner discussed above to be $3.00 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 January 31,
Shares Options at January 31, 2000 2000
Acquired on Value ------------------------------ --------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Berberian....... -- -- -- 200,000 $ -- $392,000
James M. LeJeal......... -- -- -- 200,000 -- 392,000
Todd Vernon............. -- -- 187,500 112,500 543,750 288,750
</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 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 and LeJeal will each receive an annual base
salary of $215,000 beginning in 2000 plus performance-based bonuses as
determined by the compensation committee and in December 1999 each received an
initial stock option grant for options to purchase 200,000 shares of our common
stock.

If either Mr. Berberian or Mr. LeJeal is terminated without cause or
terminates their 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. If either 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 either Mr. Berberian or Mr. LeJeal 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 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.

47
<PAGE>

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, subject to stockholder approval. 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 5,000,000 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.

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

48
<PAGE>

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 2,000,000 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

49
<PAGE>

stock options may be 85% or more of fair market value. If the value of our
shares declines thereafter, the board 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.

50
<PAGE>

Stock Awards Granted. As of January 31, 2000, options to purchase 2,681,540
shares at a weighted average exercise price of $1.19 per share were
outstanding. As of January 31, 2000, we have issued 375,000 shares pursuant to
restricted stock purchase awards under the incentive plan.

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, subject to stockholder approval,
the 2000 Employee Stock Purchase Plan, authorizing the issuance of 600,000
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).

51
<PAGE>

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 December 1999, 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)... 30,000 2,970,000 -- 40,000 --
James M. LeJeal......... 20,000 1,980,000 -- -- --
Todd Vernon............. -- 75,000 -- -- --
Byron R. Chrisman (3)... 250,000 -- -- -- 100,000
Carol deB. Whitaker
(4).................... -- -- -- -- 17,000
5% or Greater
Shareholders -- -- -- -- --
Centennial Ventures,
(5).................... -- -- 1,442,307 3,846,154 6,550,000
SOFTBANK Technology
Ventures (6)........... -- -- 480,769 2,884,616 4,658,334
Highland Capital
Partners III Limited
Partners (7)........... -- -- -- 2,884,614 833,000
Intel Corporation....... -- -- -- -- 3,666,667
Pequot Private Equity
Fund II, L.P........... -- -- -- -- 4,666,667
Price per share......... $ 0.10 $ 0.10 $ 0.52 $ 1.04 $ 3.00
Date(s) of purchase..... 4/97, 5/97 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 B preferred stock purchased by the Berberian
Family Trust, Ani Berberian and Lori Pelantay.
(3) 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.
(4) Includes shares of common stock purchased by Whitco & Company, of which Ms.
Whitaker, one of our directors, is the founder and president.
(5) 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.
Parsons, one of our directors, is a general partner of certain Centennial
Ventures entities.
(6) 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 Entre 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.
(7) Includes shares purchased by Highland Entrepreneurs' Fund Limited Partners.

52
<PAGE>

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.

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. 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. These
warrants have an exercise price of $1.04 and are currently outstanding. Mr.
Parsons, 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."

53
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to beneficial
ownership of our common stock as of January 31, 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 and named executive officers; and

. all of our directors and executive officers 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 and assuming no exercise of the
underwriters' 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 January 31, 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 Incorporated
1157 Century Drive, Louisville, Colorado 80027. As of January 31, 2000, we had
129 stockholders of record and 51,519,764 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)....... 3,040,000 5.9
James M. LeJeal (2)......... 2,000,000 3.9
Todd Vernon (3)............. 266,667 *
Centennial Fund V, L.P.
(4)........................ 6,468,970 12.6
Centennial Fund VI, L.P.
(5)........................ 4,742,423 9.2
SOFTBANK Technology Ventures
IV L.P. (6)................ 8,029,728 15.6
Highland Capital Partners
IIILimited Partners (7).... 3,717,947 7.2
Intel Corporation (8)....... 3,666,667 7.1
Pequot Private Equity Fund
II, L.P. (9)............... 4,666,667 9.1
Donald Hutchison (10)....... 150,000 *
Bradley A. Feld (11)........ 8,058,617 15.6
Donald H. Parsons, Jr.
(12)....................... 11,872,248 23.0
Carol deB. Whitaker (13).... 110,333 *
All executive officer and
directors
as a group (7 persons)
(14)....................... 25,497,865 49.5
</TABLE>
- --------
(1) Includes 28,000 shares held by the Berberian Family Trust, 8,000 shares
held by Ani Berberian and 8.0000 shares held by Lini Pelantay. Excludes
200,000 shares that are subject to options that are unvested but
exercisable within 60 days of January 31, 2000.
(2) Excludes 200,000 shares that are subject to options that are unvested but
exercisable within 60 days of January 31, 2000.
(3) Includes 191,667 shares subject to options exercisable within 60 days of
January 31, 2000. Excludes 108,333 shares that are subject to options that
are unvested but exercisable within 60 days of January 31, 2000.

54
<PAGE>

(4) Includes 5,829 shares subject to a warrant held by Centennial Fund V,
L.P.. Excludes 158,653 shares and 180 shares subject to a warrant held by
Centennial Entrepreneurs Fund V, L.P., 4,742,423 shares held by Centennial
Fund VI, L.P., 124,801 shares held by Centennial Entrepreneurs Fund VI,
L.P., 99,841 shares held by Centennial Holdings I, LLC and 249,602 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. Parsons, one of our directors, is one of
five 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 6,463,141 shares and 5,829 shares subject to a warrant held by
Centennial Fund V, L.P. and 158,653 shares and 180 shares subject to a
warrant held by Centennial Entrepreneurs Fund V, L.P., 124,801 shares held
by Centennial Entrepreneurs Fund VI, L.P. and 99,841 shares held by
Centennial Holdings I, LLC. 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.
Parsons, one of our directors, is one of five 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 5,583,457 shares and 5,889 shares subject to a warrant held by
SOFTBANK Technology Ventures IV, L.P., 2,228,314 shares held by SOFTBANK
Technology Ventures V, L.P., 60,791 shares held by SOFTBANK Technology
Ventures Advisors Fund V, L.P., 40,602 shares held by SOFTBANK Technology
Ventures Entrepreneurs Fund V, L.P. and 111,215 shares and 120 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 148,717 shares held by Highland Entrepreneurs' Fund Limited
Partners. 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) The address of Pequot Private Equity Fund II, L.P. is 500 Nyala Farm Road,
Westport, Connecticut 06880.
(10) Excludes 40,000 shares that are subject to options that are unvested but
exercisable within 60 days of January 31, 2000.
(11) Includes 5,583,457 shares and 5,889 shares subject to a warrant held by
SOFTBANK Technology Ventures IV, L.P., 2,228,314 shares held by SOFTBANK
Technology Ventures V, L.P., 60,791 shares held by SOFTBANK Technology
Ventures Advisors Fund V, L.P., 40,602 shares held by SOFTBANK Technology
Ventures Entrepreneurs Fund V, L.P. and 111,215 shares and 120 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 28,889 shares subject to options exercisable within 60 days of
January 31, 2000. Excludes 11,111 shares that are subject to options that
are unvested but exercisable within 60 days of January 31, 2000.
(12) Includes 6,463,141 shares and 5,829 shares subject to a warrant held by
Centennial Fund V, L.P., 158,653 shares and 180 shares subject to a
warrant held by Centennial Entrepreneurs Fund V, L.P., 4,992,025 shares
held by Centennial Fund VI, L.P., 124,801 shares held by Centennial
Entrepreneurs Fund VI, L.P. and 99,841 shares held by Centennial Holdings
I, LLC and 249,602 shares held by Centennial Strategic Partners VI, L.P.
Mr. Parsons, 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 28,889
shares subject to options exercisable within 60 days of January 31, 2000.
Excludes 11,111 shares that are subject to options that are unvested but
exercisable within 60 days of January 31, 2000. Mr. Parsons holds such
options for the benefit of certain Centennial Ventures entities.
(13) Includes 67,000 shares held by Whitco & Company and 43,333 shares subject
to options exercisable within 60 days of January 31, 2000. Excludes 46,667
shares that are subject to options that are unvested but exercisable
within 60 days of January 31, 2000.
(14) Includes shares described in the notes above, as applicable.

55
<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
$.001 per share, and 10 million shares of preferred stock, par value $.01 per
share.

Common Stock

As of January 31, 2000, there are 51,519,764 shares of common stock
outstanding assuming the conversion of all outstanding shares of preferred
stock and held of record by 129 stockholders. Upon the closing of this
offering, there will be 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 January 31, 2000, we had outstanding warrants to purchase an aggregate
of 157,788 shares of common stock at weighted average exercise price of $1.72
per share to certain principal stockholders and certain other investors.
Warrants to purchase 12,018 shares of our common stock expire upon the closing
of this offering, warrants to purchase 86,538 shares expire on the date five
years from the closing of this offering, warrants to purchase 40,000 shares
expire on January 18, 2001, warrants to purchase 15,026 shares expire on
September 29, 2004 and the remaining warrants to purchase 4,206 shares expire
on May 20, 2008. The warrants contain anti-dilution provisions providing for
adjustments of the exercise price and the number of shares of common stock
underlying the warrants upon the occurrence of any recapitalization,
reclassification, stock dividend, stock split, stock combination or similar
transaction. 117,788 shares of common stock issuable upon exercise of the
warrants carry registration rights, as discussed below.

56
<PAGE>

Registration Rights

After this offering, the holders of at least 33% of 45,450,248 shares of
common stock (including shares issuable upon exercise of certain warrants) 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 50,407,460 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.

57
<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.

58
<PAGE>

Listing

We have applied for listing of the common stock on the Nasdaq National
Market under the trading symbol "EVOK."

Transfer Agent and Registrar

We have appointed to serve as the transfer agent and
registrar for the common stock.

59
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common
stock. We cannot predict what effect, if any, market sales of shares or the
availability of shares for sale will have on 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 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 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. The remaining
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:

<TABLE>
<CAPTION>
Number of Shares Date
---------------- ----
<S> <C>
Upon the date of this prospectus (shares eligible for resale under Rule 144(k)
and not subject to lock-up agreements)
90 days following the date of this prospectus (shares eligible for resale under
Rules 144 and 701 and not subject to lock-up agreements)
180 days following the date of this prospectus (lock-up agreements released)
</TABLE>

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 (i) 1% of the then-outstanding shares of common
stock (approximately shares immediately after this offering) or (ii)
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 shares of common
stock available for issuance under our stock 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. As
of the date of this prospectus, options and purchase rights to acquire a total
of shares of common stock are outstanding under our stock plans, of
which are vested and currently exercisable.

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. 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. Please refer to our discussion in "Description of Securities--Registration
Rights" for further discussion of these registration rights.

60
<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);

61
<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.

62
<PAGE>

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.

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.

63
<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 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 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.

64
<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.

We have applied to have our common stock included 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 this 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 over-allotment, syndicate covering transactions
and stabilizing transactions. Over-allotment involves syndicate sales of common
stock in excess of the number of shares to be purchased by the underwriters in
this offering, which creates a syndicate short position. Syndicate covering
transactions involve purchases of the common stock in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids for or purchases of common
stock made to prevent or retard a decline in the market price of the shares
while this 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 cause the price of the common stock to be higher
than it would otherwise be in the open market in the absence of such
transactions. Salomon Smith Barney Inc. may effect these transactions on the
Nasdaq National Market or in the over-the-counter market, or otherwise and, if
commenced may discontinue them at any time.

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

65
<PAGE>

or co-manager on 120 filed public offerings of equity securities, of which 88
have been completed, and has acted as a syndicate member in an additional 57
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 $ .

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 for the years ended
December 31, 1998 and 1999, have been included in this prospectus and in the
registration statement in reliance upon the report 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. Statements contained in this prospectus as to
the contents of any contract, agreement or other document are not necessarily
complete. In each instance, 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. You may also inspect these
reports, proxy statements and other information at the offices of Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.

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.

66
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report.............................................. F-2
Balance Sheets as of December 31, 1998 and 1999........................... 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......... 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......... 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......... F-6
Notes to Financial Statements............................................. F-7
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Evoke Incorporated:

We have audited the accompanying balance sheets of Evoke Incorporated
(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 Incorporated 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.

KPMG LLP

Boulder, Colorado
February 4, 2000

F-2
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

BALANCE SHEETS

December 31, 1998 and 1999

<TABLE>
<CAPTION>
1998 1999
ASSETS ---------- ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents........................... $1,221,544 $ 89,234,044
Investment securities............................... 4,950,848 --
Accounts receivable, net of allowance for doubtful
accounts of $20,000 in 1998 and $35,000 in 1999.... 202,787 804,959
Prepaid expenses and other current assets........... 127,140 638,957
---------- ------------
Total current assets............................... 6,502,319 90,677,960
Property and equipment, net.......................... 2,231,377 19,539,258
Other assets......................................... 21,675 121,232
---------- ------------
TOTAL ASSETS....................................... $8,755,371 $110,338,450
========== ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable.................................... $ 598,724 $ 8,519,275
Current portion of long term debt................... -- 1,335,901
Accrued expenses.................................... 259,981 585,694
Deferred revenue.................................... 12,450 317,394
---------- ------------
Total current liabilities.......................... 871,155 10,758,264
Long term debt, less current portion................ -- 2,260,243
Other............................................... 5,557 --
---------- ------------
TOTAL LIABILITIES.................................. 876,712 13,018,507
---------- ------------
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
Series C, par value $.01, authorized 10,000,000
shares; issued and outstanding 9,953,935 shares;
aggregate liquidation preference of $10,352,092.... 10,283,999 10,283,999
Series D, par value $.01, authorized 34,000,000
shares; issued and outstanding 33,333,333 shares;
aggregate liquidation preference of $99,999,999.... -- 99,794,138
Warrants for the purchase of mandatorily redeemable
preferred stock.................................... -- 105,000
---------- ------------
11,347,499 111,246,637
---------- ------------
STOCKHOLDERS' DEFICIT:
Undesignated preferred stock, 964,365 shares
authorized in 1999; none issued or outstanding..... -- --
Series A preferred stock, par value $.01,
authorized, issued and outstanding
5,025,000 shares; aggregate liquidation preference
of $502,500........................................ 502,500 502,500
Common stock, par value $.001, 20,000,000 shares
authorized in 1998; 57,000,000 shares authorized in
1999; issued and outstanding 500,000 shares in 1998
and 863,709 shares in 1999......................... 500 864
Additional paid-in capital.......................... 49,500 1,876,362
Unearned stock option compensation.................. -- (1,431,453)
Accumulated deficit................................. (4,021,340) (14,874,967)
---------- ------------
Total stockholders' deficit........................ (3,468,840) (13,926,694)
---------- ------------
Commitments and contingencies
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT........ $8,755,371 $110,338,450
========== ============
</TABLE>

See accompanying notes to financial statements.

F-3
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

STATEMENTS OF OPERATIONS

Period from inception (April 17, 1997) to December 1997 and
years ended December 31, 1998 and 1999

<TABLE>
<CAPTION>
1997 1998 1999
--------- ----------- ------------
<S> <C> <C> <C>
Revenue.................................. $ -- $ 674,887 $ 2,246,054
Cost of revenue.......................... 105,505 795,987 3,368,129
--------- ----------- ------------
Gross profit (loss).................. (105,505) (121,100) (1,122,075)
--------- ----------- ------------
Operating expenses:
Sales and marketing..................... 69,060 1,803,887 7,006,819
Research and development................ 362,584 779,811 1,005,864
General and administrative, exclusive of
stock option compensation expense...... 226,584 789,045 1,821,723
Stock option compensation expense....... -- -- 296,287
--------- ----------- ------------
Total operating expenses............. 658,228 3,372,743 10,130,693
--------- ----------- ------------
Loss from operations................. (763,733) (3,493,843) (11,252,768)
--------- ----------- ------------
Other income (expense):
Interest income......................... 15,219 249,867 715,885
Interest expense........................ (337) (29,107) (310,443)
Other, net.............................. -- 594 (6,301)
--------- ----------- ------------
Total other income................... 14,882 221,354 399,141
--------- ----------- ------------
Net loss............................. $(748,851) $(3,272,489) $(10,853,627)
========= =========== ============
Net loss per share--basic and diluted.... $ (2.95) $ (6.86) $ (16.61)
========= =========== ============
Weighted average number of common shares
outstanding--basic and diluted.......... 254,264 477,123 653,594
========= =========== ============
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

STATEMENTS OF STOCKHOLDERS' DEFICIT

Period from inception (April 17, 1997) to December 31, 1997 and
years ended December 31, 1998 and 1999

<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... -- $ -- -- $-- $ -- $ -- $ -- $ --
Issuance of common
stock for cash........ -- -- 225,000 225 22,275 -- -- 22,500
Issuance of common
stock for rent
abatement............. -- -- 250,000 250 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................... 5,025,000 502,500 475,000 475 47,025 -- (748,851) (198,851)
Exercise of common
stock options......... -- -- 25,000 25 2,475 -- -- 2,500
Net loss............... -- -- -- -- -- -- (3,272,489) (3,272,489)
--------- -------- ------- ---- ---------- ----------- ------------ ------------
Balances at December 31,
1998................... 5,025,000 502,500 500,000 500 49,500 -- (4,021,340) (3,468,840)
Exercise of common
stock options......... -- -- 313,709 314 47,172 -- -- 47,486
Common stock issued for
cash.................. -- -- 50,000 50 51,950 -- -- 52,000
Issuance of common
stock options at less
than fair value....... -- -- -- -- 1,727,740 (1,727,740) -- --
Amortization of
unearned stock option
compensation.......... -- -- -- -- -- 296,287 -- 296,287
Net loss............... -- -- -- -- -- -- (10,853,627) (10,853,627)
--------- -------- ------- ---- ---------- ----------- ------------ ------------
Balances at December 31,
1999................... 5,025,000 $502,500 863,709 $864 $1,876,362 $(1,431,453) $(14,874,967) $(13,926,694)
========= ======== ======= ==== ========== =========== ============ ============
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

STATEMENTS OF CASH FLOWS

For the period from inception (April 17, 1997) to December 31, 1997 and
years ended December 31, 1998 and 1999

<TABLE>
<CAPTION>
1997 1998 1999
---------- ----------- ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss............................... $ (748,851) $(3,272,489) $(10,853,627)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization......... 40,620 263,521 1,608,132
Loss on disposition of equipment...... -- 1,413 4,926
Preferred stock issued for services... 7,500 -- --
Common stock issued for rent
concessions.......................... 25,000 -- --
Amortization of unearned stock option
compensation......................... -- -- 296,287
Changes in operating assets and
liabilities:
Accounts receivable................... -- (202,787) (602,172)
Prepaid expenses and other current
assets............................... (69,417) (56,473) (406,817)
Other assets.......................... (5,727) (13,937) (100,175)
Accounts payable and accrued
expenses............................. 187,683 300,839 3,876,126
---------- ----------- ------------
Net cash used by operating
activities......................... (563,192) (2,979,913) (6,177,320)
---------- ----------- ------------
Cash flows from investing activities:
Purchase of equipment, furniture and
fixtures.............................. (580,642) (1,567,086) (14,264,228)
Proceeds from disposition of
equipment............................. -- 6,920 13,432
Proceeds from maturity of investment
securities held-to-maturity........... -- 2,543,125 7,511,479
Purchase of investment securities held-
to-maturity........................... -- (7,493,973) (2,560,631)
Other.................................. (3,094) -- --
---------- ----------- ------------
Net cash used by investing
activities......................... (583,736) (6,511,014) (9,299,948)
---------- ----------- ------------
Cash flows from financing activities:
Net proceeds from issuance of preferred
stock................................. 1,063,500 9,777,149 99,794,138
Proceeds from issuance of common
stock................................. 22,500 2,500 99,486
Proceeds from debt..................... 495,000 852,250 4,458,153
Payments on debt....................... -- (353,500) (862,009)
---------- ----------- ------------
Net cash provided by financing
activities......................... 1,581,000 10,278,399 103,489,768
---------- ----------- ------------
Increase in cash and cash
equivalents........................ 434,072 787,472 88,012,500
Cash and cash equivalents at beginning
of period.............................. -- 434,072 1,221,544
---------- ----------- ------------
Cash and cash equivalents at end of
period................................. $ 434,072 $ 1,221,544 $ 89,234,044
========== =========== ============
Supplemental cash flow information:
Interest paid in cash.................. $ 337 $ 22,258 $ 195,429
========== =========== ============
Supplemental noncash investing and
financing activities:
Short-term debt and accrued interest
converted to preferred stock.......... $ 495,000 $ 506,849 $ --
========== =========== ============
Redeemable preferred stock warrants
issued for financing costs............ $ -- $ -- $ 105,000
========== =========== ============
Accounts payable incurred for purchases
of fixed assets....................... $ -- $ 395,038 $ 5,064,563
========== =========== ============
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

(1)Summary of Significant Accounting Policies

(a) Business and Basis of Financial Statement Presentation

Evoke Incorporated, 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.

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.

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-7
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

(f) Revenue Recognition

Revenue from web conferencing services is recognized upon completion of a
call or recorded web cast.

Revenue from live event streaming is recognized when the content is
broadcast over the Internet. Revenue from encoding recorded content is
recognized when content becomes available for viewing over the Internet.
Revenue related to the hosting of content is recognized ratably over the
hosting period, generally ranging from one to six months.

(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 reviews
long-lived assets and certain identifiable intangibles 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
generally measured by a comparison of the carrying amount of an asset to
future net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is equal to the
amount by which the carrying amounts of the assets exceed the fair values of
the assets. 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 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.

(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

F-8
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

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
and 1999, as all potential common stock instruments are antidilutive.

(2)INVESTMENT SECURITIES

At December 31, 1998, all investment securities consisted of short-term
investments carried at amortized cost (which approximates market value), and
consisted of the following:

<TABLE>
<S> <C>
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.

(3)PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1998 and
1999:

<TABLE>
<CAPTION>
December 31,
-----------------------
1998 1999
---------- -----------
<S> <C> <C>
Computers and office equipment......................... $2,239,840 $18,642,894
Computer software...................................... 206,382 1,463,608
Furniture and fixtures................................. 87,650 1,153,430
Leasehold improvements................................. -- 184,884
---------- -----------
2,533,872 21,444,816
Less accumulated depreciation and amortization......... (302,495) (1,905,558)
---------- -----------
$2,231,377 $19,539,258
========== ===========
</TABLE>

In 1999, the Company capitalized $242,961 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 totalled $119,135 in 1999.

(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.

F-9
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

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 $30,000 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.

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

<TABLE>
<S> <C>
Balance at December 31, 1999................................. $ 3,596,144
Less current portion......................................... (1,335,901)
-----------
Long-term debt, excluding current portion.................... $ 2,260,243
===========
</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 of 34% as follows:

<TABLE>
<CAPTION>
Period from
Inception to Year ended December 31,
December 31, ------------------------
1997 1998 1999
------------ ----------- -----------
<S> <C> <C> <C>
Expected tax benefit................... $(254,609) $(1,112,646) $(3,690,233)
State income taxes, net of federal
benefit............................... (27,830) (179,673) (542,681)
Change in valuation allowance for
deferred tax assets................... 224,883 1,321,913 4,154,871
S corporation loss..................... 64,263 -- --
Other, net............................. (6,707) (29,594) 78,043
--------- ----------- -----------
Actual income tax benefit............ $ -- $ -- $ --
========= =========== ===========
</TABLE>

Temporary differences that give rise to the components of deferred tax
assets as of December 31 are as follows:

<TABLE>
<CAPTION>
1998 1999
---------- ----------
<S> <C> <C>
Net operating loss carryforwards........................ $1,437,015 $5,958,745
Depreciation and amortization........................... 48,684 (389,790)
Other, net.............................................. 61,097 132,712
---------- ----------
Gross deferred tax asset.............................. 1,546,796 5,701,667
Valuation allowance..................................... (1,546,796) (5,701,667)
---------- ----------
Net deferred tax asset................................ $ -- $ --
========== ==========
</TABLE>

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.

F-10
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

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.

(6)PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(a)Mandatorily Redeemable Convertible and Convertible Preferred Stock

The Company has four classes of preferred stock (Series A, Series B, Series
C and Series D) outstanding. Series A, Series B, Series C and Series D are
convertible at any time, at the option of the holder, into 5,025,000,
2,045,192, 9,953,935 and 33,333,333 shares of common stock, respectively, and
Series B, C and D shares are mandatorily redeemable. All preferred stock has
voting rights on an as converted basis and have 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.

(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 4,150,000 shares of authorized but unissued
common stock. 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.

At December 31, 1999, there were 1,218,606 additional shares available for
grant or issuance under the Plan. The per share weighted-average fair value of
stock options granted during 1997, 1998 and 1999 was $.03, $.07 and $.23,
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.

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

F-11
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

accompanying financial statements for stock options granted in 1997 and 1998.
In 1999, a total of 881,500 options were granted with exercise prices less than
fair value, resulting in total compensation to be recognized over the vesting
period of $1,727,740, of which $296,287 was recognized in 1999. 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 would have
been approximately $3,301,489 and $10,901,877, respectively, and the net loss
per share would have been approximately $6.92 and $16.68, respectively. The
effect on 1997 would not have been significant.

Stock option activity during 1997, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
Number of Weighted-average
shares exercise price
--------- ----------------
<S> <C> <C>
Balance at inception (April 17, 1997)............... -- $ --
Granted........................................... 830,000 0.10
---------
Balance at December 31, 1997........................ 830,000 0.10
Granted........................................... 728,500 0.16
Exercised......................................... (25,000) 0.10
Cancelled......................................... (253,500) 0.10
---------
Balance at December 31, 1998........................ 1,280,000 0.13
Granted........................................... 2,059,750 0.77
Exercised......................................... (313,709) 0.15
Cancelled......................................... (658,356) 0.27
---------
Balance at December 31, 1999........................ 2,367,685 0.65
=========
</TABLE>

At December 31, 1999, the weighted-average remaining contractual life of
outstanding options was approximately 9.16 years, with exercise prices ranging
from $0.10 to $1.04 per share. All of the Company's outstanding options are
exercisable at December 31, 1999. Restricted shares issued for options
exercised which are subject to repurchase totalled 70,065 shares at December
31, 1999.

The following table summarizes information about stock options outstanding
at December 31, 1999:

<TABLE>
<CAPTION>
Options outstanding
----------------------------------------------------------------------------
Range of Weighted average
exercise Number remaining Weighted average
prices outstanding contractual life exercise price
-------- ----------- ---------------- ----------------
<S> <C> <C> <C>
$0.10 -- 0.25 970,000 8.27 $0.15
0.52 -- 0.85 307,500 9.39 0.84
1.04 1,090,185 9.88 1.04
---------
2,367,685
=========
</TABLE>
(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 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.

F-12
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

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
$30,000, 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.

On January 18, 2000, the Company's Board of Directors approved the issuance
of a warrant to purchase 40,000 shares of common stock. The warrant is in
exchange for certain marketing costs. The fair value of the warrant was $37,600
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 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>

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

F-13
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

On January 21, 2000, the Company executed a letter of interest for
additional office space. Rent expense under this lease will be approximately
$5,600 per month from April 2000 through December 2006. The space is contiguous
to office space currently under lease.

(b) Purchase Commitments

At December 31, 1999, the Company had commitments outstanding for capital
expenditures under purchase orders and contracts of approximately $11,600,000,
all of which are expected to be incurred in 2000.

At December 31, 1999, the Company had commitments outstanding for software
licenses and associated maintenance and royalties of approximately $4.2
million, 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. The warrant has 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 has been attributed to
the warrant.

In 1999, the Company entered into arrangements for sales and marketing
services totaling $20 million to be expended over the next two years.

(c)Employment Contract

The Company has employment agreements with two 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 December
31, 1999, the Company's liability would be approximately $645,000 if the
officers were terminated without cause (as defined in the agreement).

(d)Litigation

From time to time, the Company has been subject to litigation and claims in
the ordinary course of business. 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.

F-14
<PAGE>

EVOKE INCORPORATED
(formerly VStream Incorporated)

NOTES TO FINANCIAL STATEMENTS--(Continued)

December 31, 1998 and 1999

The Company purchases key components of its telephony technology platform
from a single supplier. These components are referred to as multipoint control
units and 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.

F-15
<PAGE>

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

Evoke Incorporated
(formerly VStream Incorporated)
Common Stock

[LOGO]

--------
P R O S P E C T U S
, 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................. 70,000
Blue Sky fees and expenses..................................... 5,000
Printing and engraving expenses................................ 180,000
Legal fees and expenses........................................ 300,000
Accounting fees and expenses................................... 200,000
Transfer agent and registrar fees.............................. 5,000
Miscellaneous expenses......................................... 197,640
---------
Total........................................................ 1,000,000
=========
</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 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 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. 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 since its inception.

(a) From November 17, 1999 to December 15, 1999, we issued an aggregate
of 33,333,333 shares of our Series D Preferred Stock to certain accredited
investors at a purchase price of $3.00 per share for cash proceeds in the
amount of $100.0 million.

(b) From May 28, 1998 to June 30, 1998, we issued an aggregate of
9,953,935 shares of our Series C Preferred Stock to certain 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.

(c) On September 2, 1997, we issued an aggregate of 10,135 shares of our
Series B Preferred Stock to certain accredited investors at a purchase
price of $100.00 per share for cash proceeds in the amount of $1,013,500.

(d) On September 2, 1997, we issued an aggregate of 5,025,000 shares of
our Series A Preferred Stock 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.

(e) On August 29, 1997, we issued an aggregate of 250,000 shares of our
common stock to our landlord, BMC Properties, LLC at $0.10 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.

(f) On April 18, 1997, we issued an aggregate of 50,000 shares of our
common stock to Messrs. Berberian and LeJeal at $0.10 per share for cash
proceeds in the amount of $5,000.

(g) As of January 31, 2000, an aggregate of 958,457 shares of common
stock had been issued upon exercise of options and stock issuance rights
under our 1997 Stock Option/Stock Issuance Plan.

The issuances of the securities described in (a), (b), (c), (d) and (e)
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 (e) 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. Appropriate legends were affixed to the stock
certificates issued in such transactions. All recipients had adequate access,
through employment or other relationships, to information about Evoke.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
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
November 17, 1999.
10.4** First Amendment to Amended and Restated Stockholders' Agreement,
dated November 17, 1999, among the Registrant, certain of its
stockholders and certain of its management, dated December 15,
1999.
10.5** Amended and Restated Investors' Agreement, among the Registrant and
certain of its stockholders, dated November 17, 1999.
10.6** 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.
10.7** Form of Indemnity Agreement to be entered into between Registrant
and each of its directors and executive officers.
10.8** Series B Preferred Stock Purchase Agreement, among Registrant and
the parties named therein, as amended, dated September 2, 1997.
10.9** Series C Preferred Stock Purchase Agreement, among Evoke and the
parties named therein, as amended, dated May 27, 1998.
10.10** Series D Preferred Stock Purchase Agreement, among Evoke and the
parties named therein, as amended, dated November 17, 1999.
10.11** 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.
10.12** Note and Warrant Purchase Agreement, dated March 31, 1998, among
Registrant and the partners named therein.
10.13** Lease, dated March 3, 1997, between BMC Properties, LLC and
Registrant.
10.14** Lease, dated June 6, 1999, between BLC Properties, LLC and
Registrant.
10.15*+ Source Code and Object Code License Agreement, dated December 29,
1999, between Registrant and AudioTalk Networks, Inc.
10.16** Personal Services Agreement, dated November 17, 1999, between
Registrant and Jim LeJeal.
10.17** Personal Services Agreement, dated November 17, 1999, between
Registrant and Paul Berberian.
23.1** Consent of Cooley Godward LLP (included in Exhibit 5.1).
23.2** Consent of KPMG LLP.
24.1** Powers of attorney (included on Page II-5).
27** Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.
+ 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.

II-3
<PAGE>

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.

(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-4
<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 February 18, 2000.

/s/ Paul A. Berberian
By:
----------------------------------
Paul A. Berberian
Chairman of the Board,
Chief Executive Officer
and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul A. Berberian and James M. LeJeal and each
of them, as his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments, exhibits thereto and other documents in connection
therewith) to this Registration Statement and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act
of 1933, as amended, which relates to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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/ Paul A. Berberian Chairman of the Board, February 18,
___________________________________________ Chief Executive Officer 2000
Paul A. Berberian and President (Principal
Executive Officer)

/s/ James M. LeJeal Chief Operation Officer, February 18,
___________________________________________ Chief Financial Officer, 2000
James M. LeJeal Secretary, Treasurer and
Director (Principal
Financial and Accounting
Officer)

/s/ Don Hutchison Director February 18,
___________________________________________ 2000
Don Hutchison

/s/ Bradley A. Feld Director February 18,
___________________________________________ 2000
Bradley A. Feld

/s/ Donald H. Parsons, Jr. Director February 18,
___________________________________________ 2000
Donald H. Parsons, Jr.
/s/ Carol deB. Whitaker Director February 18,
___________________________________________ 2000
Carol deB. Whitaker

</TABLE>

II-5
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1* Form of Underwriting Agreement.
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.
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
November 17, 1999.
10.4** First Amendment to Amended and Restated Stockholders' Agreement, dated
November 17, 1999, among the Registrant, certain of its stockholders
and certain of its management, dated December 15, 1999.
10.5** Amended and Restated Investors' Agreement, among the Registrant and
certain of its stockholders, dated November 17, 1999.
10.6** 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.
10.7** Form of Indemnity Agreement to be entered into between Registrant and
each of its directors and executive officers.
10.8** Series B Preferred Stock Purchase Agreement, among Registrant and the
parties named therein, as amended, dated September 2, 1997.
10.9** Series C Preferred Stock Purchase Agreement, among Evoke and the
parties named therein, as amended, dated May 27, 1998.
10.10** Series D Preferred Stock Purchase Agreement, among Evoke and the
parties named therein, as amended, dated November 17, 1999.
10.11** 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.
10.12** Note and Warrant Purchase Agreement, dated March 31, 1998, among
Registrant and the partners named therein.
10.13** Lease, dated March 3, 1997, between BMC Properties, LLC and
Registrant.
10.14** Lease, dated June 6, 1999, between BLC Properties, LLC and Registrant.
10.15*+ Source Code and Object Code License Agreement, dated December 29,
1999, between Registrant and AudioTalk Networks, Inc.
10.16** Personal Services Agreement, dated November 17, 1999, between
Registrant and Jim LeJeal.
10.17** Personal Services Agreement, dated November 17, 1999, between
Registrant and Paul Berberian.
23.1** Consent of Cooley Godward LLP (included in Exhibit 5.1).
23.2** Consent of KPMG LLP.
</TABLE>
- --------
* To be filed by amendment.
+ Confidential treatment to be requested with respect to portions of these
exhibits.
** Previously filed.

I-1
<PAGE>

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
24.1** Powers of attorney (included on Page II-5).
27** Financial Data Schedule.
</TABLE>
- --------
* To be filed by amendment.
** Previously filed.
+ Confidential treatment to be requested with respect to portions of these
exhibits.

I-2