Exhibit 99.1
Business Review 1999
Technology born
for business
[BRIGHTSTATION LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com
Technology born for business
Bright Station plc
BRIGHT STATION owns, develops and leverages world-class technologies, creating
advanced applications and new high-growth businesses for the digital economy.
The Company has restructured, selling its Information Services Division (ISD)
and realigning itself to utilise its technologies and expertise on the platform
of the World Wide Web.
Indeed, Bright Station has been structured to mirror the digital
economy. Its three core divisions are not so much separate pockets of business,
but nuclei of activity whose energies overlap to generate new business
propositions. The Web Solutions and eCommerce Divisions are the technological
core of the Company. They develop eCommerce software and advanced structure and
search technologies, upon which successful digital businesses are built.
However, that process of building on the Company's technological
property and realising its significant potential must continue. That is why the
newest division, Bright Station Ventures, is integral to the Company's long-term
prosperity. By generating a flow of new, high-growth businesses through the
Company, it can establish for Bright Station a unique and profitable place in
the digital economy.
WEB SOLUTIONS People who use the Internet want information. The answers are out
there; the hard part - for individuals and businesses - is finding them. And
it's getting harder all the time. In the two years up to mid 1999, the number of
websites mushroomed from one million to seven million. An apparently precise
query on a conventional search engine will now turn up hundreds of irrelevant
results. More information equals muddier waters. So what happened to the
Internet that was going to make life easier for people and keep organisations
better informed?
Bright Station's Web Solutions Division (WSD) develops technologies and
products to put the power of the Internet back into people's hands. It provides
answers to the big questions being asked of the Internet, in the form of
outstanding web solutions. WSD's two powerful technologies - InfoSort and Muscat
- lie behind Bright Station's web search engine and knowledge management
businesses: WebTop.com and Smartlogik. Backed by strong, innovative products,
they offer Bright Station a platform for tremendous growth.
<PAGE>
eCOMMERCE DIVISION IDC predict that by 2004, $2.2 trillion will be spent
worldwide on business-to-business transactions over the Internet per annum. It
amounts to a revolution in the way goods and services are supplied, one that
businesses in all markets are joining in their thousands. Business-to-business
eCommerce enabling technologies are seeing rapid uptake, and Bright Station's
eCommerce Division (ECD) is ideally placed.
The ECD's core technology, Sparza, powers a suite of eCommerce
solutions that enable manufacturers, wholesalers and retailers to set up
sophisticated online stores to deliver their products to their customers
worldwide. Its own award-winning application of Sparza, OfficeShopper.com, is
setting new standards of service to its online customers, businesses large and
small. Indeed, service, trust and security are key issues for the ECD, which is
why it will be working closely with emerging European industry bodies to help
develop common standards for Internet trading. The ECD is stepping up the
marketing of Sparza, seeking strategic partnerships, and placing Bright Station
at the heart of the eCommerce revolution.
BRIGHT STATION VENTURES Bright Station already operates a range of successful
businesses, founded on its core technologies. Bright Station Ventures has been
established in 2000 to continue that process and enable the Company to take a
stake in blue-chip Internet businesses of the future. Catalysing new enterprises
from the elements of outstanding technology, experience and entrepreneurialism,
it will precipitate a new stream of value for Bright Station.
Drawing also on the diverse backgrounds of an expert panel, Bright
Station Ventures will aim to turn business models generated internally and
externally into successful, high-growth Internet start-ups. In one crucial way,
it will be different from every other business incubator. As well as benefiting
from Bright Station's management, funding and support, every new enterprise will
have the opportunity to leverage Bright Station's own technologies. This
'technology equity', invested in visionary business propositions, is Bright
Station's share in the business successes of tomorrow.
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Business Review 1999 www.brightstation.com
Technology born for business
01 The Opportunity
02 Chairman and Chief Executive Interview;
Review of the Year
08 Bright Station Technologies
Muscat
InfoSort
Sparza
12 Bright Station Businesses
Smartlogik
WebTop.com and WebCheck
Sparza Solutions
OfficeShopper
18 Bright Station Ventures
20 Board of Directors and Company Secretary
22 Shareholder Information
24 Principal Offices
[BRIGHTSTATION LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 01
Technology born for business
The Opportunity
Welcome to Bright Station's first annual report. It represents a new chapter in
the life of a business that has been transformed in the past 12 months.
That transformation has been massive, but ultimately vital and
liberating. If The Dialog Corporation was a company whose technological assets
were deployed solely for information delivery, Bright Station's long-term
prosperity lies in deploying those core technologies across a much wider range
of business opportunities.
Following the sale of The Dialog Corporation's Information Services
Division, Bright Station is arising as a world-class technology company. Much
more than that, with the proceeds from the sale, all outstanding debt has been
cleared and cash has been freed for investment in the Company's newer
businesses. Bright Station can now apply its proprietary technologies, skills
and experience to the greatest opportunity of the current age - the Global
Digital Economy.
This is the moment for a company with the expertise, the solid
entrepreneurial leadership and the technologies for that economy. This is the
time for Bright Station to realise its own potential.
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Business Review 1999 www.brightstation.com 02
Technology born for business
Chairman and Chief Executive Interview; Review of the Year
[photos of executives appear here]
Allen Thomas Dan Wagner
Chairman Chief Executive
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Business Review 1999 www.brightstation.com 03
Chairman and Chief Executive Interview; Technology born for business
Review of the Year
[Photos of Dan Wagner appear on page]
A lot has happened during the last 18 months: the sale of the largest division -
the Information Services Division (ISD) - to Thomson, the change of name to
Bright Station and the creation of a new division, Bright Station Ventures.
What's your overall view of the past year?
Dan Wagner (DW): 1999 was a frustrating year. Frustrating because we had done so
much in laying the foundations for growth, and in developing exciting new
businesses with great potential, but we were restricted from doing more by the
capital constraints of the Company. The whole year was spent trying to resolve
the capital structure issue, and that was demoralising, frustrating and
demotivating for people in the Company, for the management and undoubtedly for
the shareholders. But we ultimately succeeded in freeing the Company of its debt
constraint so that it can move confidently into its bright future.
Allen Thomas (AT): It was rather like trying to manoeuvre an oil tanker in
shallow waters and a narrow strait. I think what we have accomplished at the end
of the year is a transformation of the oil tanker into a speedboat. We are now
able to manoeuvre in a faster, more nimble way, and focus on fast-growing
businesses.
What problems does the restructuring solve, and what new opportunities does it
create?
AT: The problem it solved was our debt burden. There were near-term principal
and interest payments required on all of that debt that were difficult for us to
make while continuing to invest in our business. With the sale, we have solved
the problem; we are now a debt-free company. That is huge progress.
An additional benefit of the restructuring is that it allows us to get
back to our roots as an entrepreneurial, technology-driven company.
DW: It's a whole new world. It's like a huge weight has been taken off our
shoulders and we're thrilled to be able to look forward with confidence.
What about the ISD? As well as releasing your remaining businesses to develop,
would you say the sale of the ISD released its potential, too?
DW: There's no question. We essentially achieved a lot in getting that business
onto the right footing. And it now has a great future under the management of
Thomson. I'm very pleased that everyone who put so much effort into the ISD can
now see that hard work come through. OK, we don't get to share in that, but we
do get the opportunity to share in the fast-growth businesses that we have
within the new Company.
AT: The teamwork has been nothing short of miraculous. From the time we
bought Knight-Ridder Information (KRII) until now, there has never been a time
of tranquillity. We had to do a huge amount of work to take control of the KRII
business and to pull the costs out of it - which we did quickly and early on. It
was a great team effort, which is largely bearing fruit. Thomson is getting a
much stronger company. I am sure they will do a good job, and it will be a
positive experience for the members of the team to transfer to Thomson. They
will find a very good home there.
What has been retained by Bright Station?
DW: We have retained the technologies. What we have sold are contracts with
publishers, interfaces to clients and the associated revenue streams. But
Thomson will license the technologies to run the information products from us,
which is why it's a very good deal for the Company and the shareholders.
An additional benefit of the restructuring is that it
allows us to get back to our roots as an entrepreneurial,
technology-driven company. (AT)
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Business Review 1999 www.brightstation.com 04
Chairman and Chief Executive Interview; Technology born for business
Review of the Year
[Photos of Dan Wagner and Allen Thomas appear on page]
How will the new funds released by the sale of the ISD be used?
AT: We have $44 million in free cash to invest in the businesses for growth. In
time, we will invite strategic investors to participate in the underlying
businesses, allowing those businesses the opportunity to accelerate their plans.
DW: It's not just about the capital that is coming into the business. The most
valuable assets this Company has now are its excellent technologies and a
newly-focused, motivated, fired-up workforce.
The explosion of the digital economy is leading to enormous competition for
people with the right skills and experience - how are you going to retain and
motivate staff?
AT: Recruitment, retention and motivation are definitely issues for any
high-tech company. Under Dan's leadership the Board has invested considerable
time and effort in attracting experienced and ambitious management teams for
each of the Bright Station businesses.
What we intend to do is more closely tie the fortunes of the management
teams to the success of their ventures. For that reason, we are proposing at the
AGM that shareholders approve new subsidiary level share option schemes. We will
use these schemes to grant options - up to a maximum of 15% of the subsidiaries'
issued share capital - to the management teams of those businesses. Details of
the proposed schemes are provided for shareholders' information in the Annual
Report. We strongly believe that this will motivate and reward the management
teams, while at the same time delivering value for Bright Station shareholders.
So offering employees this type of scheme is in shareholders' best interests?
AT: Absolutely. And to ensure we are properly incentivising Bright Station's
corporate management team, we are also proposing to shareholders the approval of
a new long-term incentive plan (LTIP). Awards granted under the plan will vest
after three years, but will be contingent upon management achieving challenging
performance targets during that time. Specifically, those targets will initially
depend on substantial increases in share price, so truly aligning management's
and shareholders' interests in the purest sense.
And apart from these incentive plans, what else do you think draws experienced,
ambitious people to Bright Station?
DW: There is also a strong cultural draw for many employees in high-tech and
Internet companies. We have always offered a challenging, fast-moving
environment in which people can learn and prove their worth. There are no
barriers - at every level the Company
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Business Review 1999 www.brightstation.com 05
Chairman and Chief Executive Interview; Technology born for business
Review of the Year
[Photo of Allen Thomas appears on page]
is open to good ideas, and to input on how we can improve. We do our best to
develop our people, and help them fulfil their potential.
Dan, it seems you're now Chief Executive of a very different company from the
one you founded 16 years ago. What has changed and what has remained the same?
DW: I've always held the view that this was a company using its own technologies
to offer very good content solutions, and now we are a company with a remit to
deliver any sort of solutions using those technologies. That change of emphasis
will unlock the shareholder value that has previously been held back.
You're an entrepreneur at heart; does the restructuring restore an
entrepreneurial spirit to the Company?
DW: Yes, there's no question about that, but by the same token I feel the last
year or two have been extremely valuable in building my experience in business.
We acquired a much bigger company, released $47 million of overheads, merged
different cultures, rebuilt the products on new Internet technologies and made
it much more efficient; that's experience entrepreneurs don't often get. So I
have learnt a lot.
That, coupled with our experience of setting up and growing businesses,
is going to prove invaluable to Bright Station as we go forward. We're a pretty
experienced team now, which can only be a benefit.
Tell us in more detail about the plans for the new Bright Station Ventures
Division. How will it capitalise on the experience that exists in the Company?
DW: Bright Station Ventures is completely integrated with the other divisions to
drive the entire business forward. Initially, most of its human and financial
capital will be focused on the businesses, ideas and opportunities we can
generate internally. In each case, we will look at the market opportunity,
determine its value and growth potential and determine how well-equipped we are
to enter that market. If we feel we have the skill set, the technologies and the
capabilities to get into that market at an early stage and build a business to a
point where it can stand on its own two feet, then we will do it.
Outside the Company, our interest is in using our technologies, rather
than cash, to gain equity positions. It's a very cost-effective way for us to
build investments in other companies. There's a lot of noise being made about
incubator companies, but our businesses have all been created by us, all in the
last 18 months. We have a proven track record of establishing new, high-growth
businesses. What these different companies have in common are our technologies.
I've always held the view that this was a company using its own technologies to
offer very good content solutions, and now we are a company with a remit to
deliver any sort of solutions using those technologies. That change of emphasis
will unlock the shareholder value that has previously been held back. (DW)
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Business Review 1999 www.brightstation.com 06
Chairman and Chief Executive Interview; Technology born for business
Review of the Year
Our skill in identifying opportunities and business trends will be demonstrated
in the coming years so that, in time, there will be a network of companies all
sharing technologies that have come out of the Bright Station stable.
The Ventures Division aside, what have been the key achievements of the Company
in 1999?
AT: The alliance with Fujitsu - embedding our InfoSort technology in Fujitsu's
hardware and network solutions worldwide - was a particularly fine endorsement
of the quality of our software. It was a big win for us. More importantly, it
puts us in a position, through the Fujitsu sales force, to sell Bright Station's
knowledge management solutions worldwide, in alliance with one of the biggest
and best companies in the world. It's a building block for the future that will
help develop revenues for us.
Underpinning that was our 100% buy-out of Muscat, which allowed us
properly to integrate the Muscat technology and its people with the InfoSort
technology and people, to provide greater technological and business synergies.
DW: The Fujitsu deal has been a milestone: it really consolidated our position
in knowledge management technologies. That deal, and the development of
WebTop.com, which is such an exciting and novel way to search the Internet, are
the two most exciting developments of 1999.
You unveiled WebTop.com in December, to great acclaim. What will it mean for
Bright Station?
DW: I am very excited that WebTop.com is a totally new way to retrieve results
from the Net. I believe it will catch on very quickly, and raise awareness about
Bright Station in the marketplace. I also think it has a tremendous future,
ultimately, as an independent company.
WebCheck, the 'drag-and-drop' search tool that sits on computer desktops, was
launched soon afterwards. It's a powerful, hugely useful piece of technology,
but how will computer users find out about it?
DW: Something we have developed that will capture a lot of people's imagination
is the WebCheck email signature. If I send you an email, it will include a
WebCheck button, and you can click on that button to check the contents of that
email against information on the Internet. It's a great way to find relevant
information from the World Wide Web, and you can then add that same signature to
your own emails. It's a form of "viral marketing" that will allow WebCheck to
very quickly build its own presence in the market.
Turning to the eCommerce Division, you have created a separate company - Sparza
- to license Bright Station's business-to-business eCommerce technology. Where
does that technology fit in the marketplace?
DW: The marketplace is a very new one. There are people out there saying, 'We
can help provide companies with procurement capabilities'. There are others
saying, 'We can help retailers set up their online shops'. What we're doing is
bringing all of that together in one solution.
Today, retailers need to be offering systems through which customers
can manage their purchases and budgets, and through which the retailers can
learn about what individual customers have bought and what they might buy.
Procurement is part of the solution for retailers and e-tailers.
OfficeShopper has been successfully established in the UK. Do you have plans to
launch the business in the US? How will you go about that?
DW: We're ready to go in the US, and in Germany and France, but we will only
leverage the opportunity in the US once OfficeShopper.com has a solid base in
the UK and continental Europe.
AT: The model we are likely to follow will be to invite a partner to invest the
seed capital to roll out OfficeShopper globally. The next step will be to float
it and tap the outside equity market to fund its further expansion. In the end,
Bright Station will have less than a 100% interest in OfficeShopper, but if
everything goes to plan, that interest will be worth far, far more than our 100%
interest today.
Are there any changes to the Board of Bright Station?
AT: After four eventful years with the Company, Lord Hussey is retiring from the
Board and has determined not to stand for re-election at this year's AGM. His
wisdom and huge wealth of experience have been extremely valuable to the Board,
particularly during the last year, and we wish him the best of fortune for the
future.
Also of course our executive directors Steve Maller, Jason Molle and
Ciaran Morton transferred to Thomson upon the sale of the ISD, and we wish them
well in their new roles. Pat Sommers switched roles from an executive to a
non-executive director upon the sale. We are delighted that Pat's experience and
judgement will continue to be available to Bright Station.
The Directors and I will continue to review the composition of Bright
Station's Board to ensure that we have the best people to help take the Company
successfully into its next phase.
What will be the signs of progress that shareholders should look for in the
months to come?
DW: There's going to be a flow of activity from us. Our shareholders will
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Business Review 1999 www.brightstation.com 07
Chairman and Chief Executive Interview; Technology born for business
Review of the Year
[Photos of Dan Wagner and Allen Thomas appear on page]
see management being recruited into our businesses at a senior level. They'll
see news about the activities and deals of those companies. They'll see the
appointment of bankers, venture funds coming in to invest in the businesses run
by the holding company, and ultimately, their partial flotation or sale. And
they'll see the development of new businesses.
But most importantly, we will hope to deliver solid results built
quarter on quarter that show our progress in building value for shareholders.
Bright Station will be just that: a station, a point in the lives of
these businesses, not where they stay. They will be born and they will grow, and
then they will move on.
What are the prospects for Bright Station for the coming year?
AT: The horizon is now clear for us. I am optimistic we can drive the Company
forward. But it isn't going to be easy. We haven't always been first to market
because we haven't had the capital to be there. Now we have the capital and we
have to turn these technologies into useful, money-producing businesses.
Where will that lead? What is your vision for Bright Station in five years'
time?
DW: I expect us to be set up very much in the way we are today: as a world-class
technology company that provides incubator and investment services for Internet
and eCommerce start-ups. We've got four good businesses and we're looking to
help other companies that can leverage our experience and technologies. Are we
focused on any in particular? Yes: we're focused on high-growth opportunities
that leverage our core competencies.
/s/ ALLEN THOMAS
Allen Thomas
Chairman
/s/ DAN WAGNER
Dan Wagner
Chief Executive
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Business Review 1999 www.brightstation.com 08
Technology born for business
Technologies
Bright Station's proprietary technologies provide the key to future growth.
InfoSort, the automated indexing technology, and Muscat, the core search
technology, are among the most advanced of their kind, bringing a new level of
intelligence to functions that are fundamental to Internet expansion. Highly
complementary, these structure and search technologies already power a diversity
of online operations, and will drive future ventures. New, high-growth, online
businesses will emerge, with these Bright Station technologies at their heart.
With business-to-business eCommerce software solutions seeing rapid growth
worldwide, that future will be enriched by the further development and marketing
of Bright Station's Sparza eCommerce technologies - the third in a trio of
technologies born for business.
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Business Review 1999 www.brightstation.com 09
Technologies Technology born for business
Muscat
Muscat is a powerful
and scalable core
search engine
technology
[Various photos appear on page]
Users of the Internet have grown familiar with the fact that they and search
engines talk totally different languages. However, the game of second guessing
your search engine's spin on an apparently simple query could be about to end.
Muscat is a core search engine technology that takes information
searching beyond simple keywords to a more human-friendly level. In essence, its
"linguistic inference" technology allows it to understand and extract the
central concepts in whole passages of text, even whole documents. Searches
therefore provide richer results. This power and intelligence is what
characterises Bright Station's Web-based knowledge management tools, WebTop.com,
WebCheck and Smartlogik.
This technology is firmly rooted in Bright Station's future plans.
Muscat will be a crucial component in the engine that drives both the Company's
existing businesses and those to be incubated by Bright Station Ventures. In
addition, Muscat is being seeded in future search tools. The software language
has been made freely available on the Internet, and any resulting new software
that is marketed commercially will generate royalty revenues for Bright Station.
The setting-up of an online "development community" is an important step towards
embedding Muscat in the digital products of tomorrow.
[MUSCAT LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 10
Technologies Technology born for business
[Various photos appear on page]
InfoSort
SCOPE
MARKET SECTORS
COMPANIES
InfoSort provides
structure to
information -
bringing order to
chaos
Anyone who has ever had to sift through a mound of documents, making sure they
are catalogued and filed correctly, will appreciate the value of InfoSort: an
intelligent indexing system designed to make sense of unstructured stockpiles of
information. Let it loose on a corporate database or the Internet, and InfoSort
will go through it like a fast-as-light filing system, automatically reading
documents, classifying them, logging their whereabouts and creating links
between them, all without risk of human error or inconsistency. The technology
provides structure to information, bringing order to chaos.
InfoSort is one of the main reasons why Bright Station's online
knowledge management tools - WebTop.com, WebCheck and the Smartlogik suite - are
smarter than their rivals. In the years to come, InfoSort will continue to bring
a competitive edge to new tools and new enterprises. As a technological asset,
it will offer Bright Station the opportunity to gain equity in dynamic new
businesses.
Fujitsu, the Japanese computing giant, evaluated the performance of
InfoSort for several years. It was time well spent. From June 1999, Fujitsu
became a customer of InfoSort, a licensee for the development of a
Japanese-language version of InfoSort - Jsort, and a global alliance partner for
the inclusion of both English and Japanese-language versions of InfoSort in
Fujitsu's hardware and network solutions. The agreement, one of the UK's largest
ever exports of software to Japan, was worth millions of pounds to Bright
Station and strengthens its foothold in the global market for knowledge-based
technologies.
[INFOSORT LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 11
Technologies Technology born for business
[Various photos appear on page]
Sparza
Sparza provides an
eCommerce
platform for the
global digital
economy
Sparza technologies are spearheading Bright Station's advance into the eCommerce
market.
The ability to trade over the Internet is having an extraordinary
effect on the traditional supply chain of manufacturer, wholesaler, reseller and
end user/consumer. Using Internet-based technologies, businesses can be enabled
to conduct commerce more quickly and efficiently. This was the starting point
for the Sparza technologies, which were then further refined for the particular
needs of the business-to-business market.
Rival technologies exist, but in its marketplace Sparza has two main strengths.
First, it is the only technology to build-in full, real-time budget and
management reporting; and information can be downloaded directly into other
software packages such as Microsoft Excel. Second, at a time when demand for
non-English language eCommerce sites is growing globally, Sparza offers the
ability to trade online in a variety of languages and currencies.
The technologies are continually being improved to integrate with a
wider range of databases and packages, such as those from systems suppliers in
Enterprise Resource Planning and Customer Relationship Management.
The Sparza technologies are potentially world-beating technological
assets that will enable Bright Station to gain a stake in the explosive growth
of the eCommerce market, and power the new businesses incubated by Bright
Station Ventures.
[SPARZA LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 12
Technology born for business
Businesses
Bright Station's diverse businesses clearly demonstrate the commercial
advantages and adaptable nature of the Company's proprietary technologies.
Smartlogik offers market-leading software technology, applications and services
for information management for corporate intranet and Internet sites. WebTop.com
is the Internet's newest and most powerful search engine, already attracting
global audiences and advertisers. Sparza Solutions is a new business established
to market Bright Station's outstanding end-to-end eCommerce technologies, and
OfficeShopper.com, an award-winning online office products vendor, is preparing
to expand across Europe and into the US. As a portfolio it is 100% home-grown,
but as these businesses mature and their value is realised in the market, new
enterprises and new revenue models will take their place.
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Business Review 1999 www.brightstation.com 13
Businesses Technology born for business
[Various photos appear on page]
Smartlogik
Smartlogik
enables businesses
to leverage their
intellectual capital
Over the centuries, we have always done the same things with information in
order to learn. We still categorise it, file it, look for it, and want to be
alerted to it. What has changed is information technology - from books to
electronic databases - and the value we place on the knowledge it yields. In
fact, corporate knowledge can now be measured and recognised on a business's
balance sheet.
Smartlogik software replicates ways of working with information that
have been familiar to humans for centuries.
The products feel natural and easy to use for individuals. In turn, they enable
organisations to manage information over intranets and the Internet in order to
fully leverage their intellectual capital. Add to that the vast library of
business information available externally, plus the ability to scale up to the
requirements of the largest organisations and Smartlogik offers an unbeatable
knowledge management package.
Smartlogik does what Bright Station does best - bringing technology,
application and experience to corporate knowledge systems, leaving businesses to
focus on creativity.
[SMARTLOGIK LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 14
Businesses Technology born for business
[Various photos appear on page]
WebTop.com
WebTop.com is
boosting productivity
and changing users'
expectations of
searching the Web
Welcome to a real search engine. Unveiled to business professionals and
consumers in December 1999, WebTop.com is boosting productivity and changing
users' expectations of searching the Web. WebTop.com avoids the user's normal
headaches of boiling complex ideas or specialist topics down to one or two
keywords. It comes into its own when asked to find content matching a sentence,
a passage of text or even an entire document. The more you put in, the better
and more accurate the results.
Significantly, WebTop.com allows for multi-lingual versions, thereby overcoming
a major barrier to international expansion. As its audience grows, advertising
revenues and a more public profile for Bright Station are sure to follow.
Ultimately, once the business has reached a stage of maturity, Bright Station
will be able to realise its full value in the marketplace.
There are other unique features, such as WebTop.com's News and Company
Zones. To cap it all, there is WebTop.com's latest, remarkable addition,
WebCheck.
[WEBTOP.COM LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 15
Businesses Technology born for business
[Various photos appear on page]
WebCheck
WebCheck reads
the information you
give it, absorbs the
ideas within it and
heads for the Web
to retrieve relevant
results
WebCheck is revolutionary. Imagine an assistant inside your computer that, given
any passage of text, could search the Web for related information - and do it
while you carry on working. No need to open a browser, go to a search engine
home page or type in keywords. Text is simply dragged to the WebCheck desktop
icon and moments later the context-based search results are displayed on the
WebTop.com home page, which is automatically prompted to open by WebCheck.
As a digital "friend", sitting on a desktop, WebCheck is certain to earn the
kind of loyalty that eludes other search tools. Its ability to learn about
users' preferences and areas of interest is another major draw to potential
advertisers on WebTop.com. Possible partner marketing opportunities include the
branding of the WebCheck desktop icon by alliance partners, and the "bundling"
of WebCheck into other applications, such as email programs.
WebCheck can be downloaded, without charge, at www.webtop.com.
[WEBCHECK LOGO APPEARS HERE]
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Business Review 1999 www.brightstation.com 16
Businesses Technology born for business
Sparza Solutions
[Various photos appear on page]
Sparza allows
buyers and sellers to
create a free-flowing,
low cost electronic
supply chain
sparzabuy
sparzasell
sparzaresell
sparzahost
In 1999, Sparza (www.sparza.com) was established as a dedicated business,
licensing the suite of Sparza eCommerce software solutions to manufacturers,
wholesalers, resellers and retailers. Analysts such as International Data
Corporation estimate that the global market in eCommerce software packages will
grow by 150% to $4.2 billion in 2000, highlighting the positive timing of this
move.
Sparza has a high quality product with which to compete, offering a
pain-free means for businesses to go online, providing them with the highest
levels of control and profitability. Each of the four modules in the suite is
linked to a different point in the supply chain: Sparza Buy; Sparza Sell; Sparza
Resell and Sparza Host. Each solution is supported by Sparza's own
professionals, who are able to tailor solutions for every business - helping
buyers and sellers create a free-flowing, low cost electronic supply chain.
In June 2000, Sparza acquired the technology assets of boo.com, the
online fashion retailer, which significantly enhanced the Company's capabilities
and product offerings.
[SPARZA LOGO APPEARS HERE]
<PAGE>
Business Review 1999 www.brightstation.com 17
Businesses Technology born for business
OfficeShopper
[Various photos appear on page]
OfficeShopper.com
is an award-winning
online office
products vendor,
and a model
of high quality service
FIND PRODUCTS
It is rewarding to find an eCommerce site that genuinely delivers on its
promises. OfficeShopper.com, Bright Station's award-winning office products
vendor, does just that.
With around 40,000 products, from pens and printer cartridges to disks
and desk accessories, OfficeShopper is mainly aimed at the small to medium-sized
enterprise. Especially valuable to these businesses are OfficeShopper's unique
"live" budget and management reporting functions, allowing them to track,
control and authorise purchasing over the Internet. Drawing on its UK-wide
network of suppliers, OfficeShopper can offer cheaper or better alternatives.
On average customers save 13% by buying through OfficeShopper.
OfficeShopper is now reaching out to new audiences. An alliance with UK
Internet service provider Freeserve has led to a co-branded version of the site
on the business channel of Freeserve's Internet portal, reaching a significant
audience of homeworkers, freelance professionals and small businesses.
In addition, plans to launch the service in the European office supplies market
- worth $90 billion in total - and the US office supplies market - worth $225
billion in total - represent a huge future opportunity.
[OFFICESHOPPER.COM LOGO APPEARS HERE]
<PAGE>
Business Review 1999 www.brightstation.com 18
Technology born for business
Bright Station Ventures
Bright Station Ventures ("BSV") is a "tech equity" investor, operating in the
early-stage Internet investment market. BSV supports new economy businesses
through the provision of financing, world-leading proprietary technology and
management expertise.
BSV also works closely with other venture capital funds, incubators,
accelerators and external professional advisors (drawing on Bright Station's
many affiliates and associations in the technology market built up over the past
15 years) to broaden the value proposition offered to the businesses it
supports.
In addition, the Advisory Panel,* comprising professionals from a
variety of backgrounds and companies, all with a wealth of experience of the
Internet and technology markets, meets monthly to discuss strategy and current
market opportunities, lending their advice and know how to new propositions
being evaluated by the Ventures team.
At Bright Station Ventures, our mission is to accelerate the initial
development of the businesses we support and help these businesses realise their
full potential over the longer-term.
*Advisory Panel
Bassam Debs - Chairman, Jiyu Holdings, Matthew Freud - founder of Freud
Communications and a Non-Executive Director of Oxygen Holdings plc, Julie Meyer
- founder of First Tuesday, Charlie Muirhead - founder of Orchestream and a
Director of iGabriel, Dr. Simon Murdoch - founder of Bookpages which was sold to
Amazon.com and co-founding Partner of Chase Episode 1, Eva Pascoe - founder and
Managing Director of Zoom and the founder of Cyberia Cafes, Ivan Pope - Chairman
and acting CEO of Pregenesis and founder of NetNames, Dr. Allyson Reed -
Director of Business Development and Marketing for the Central Laboratory of the
Research Councils.
<PAGE>
Business Review 1999 www.brightstation.com 19
Technology born for business
[Various photos appear on page]
Ventures
Investing in the
companies of
tomorrow. Bright
Station Ventures -
turning
business
models into
businesses
Bright Station Ventures has been established to support early-stage new economy
business opportunities through the provision of capital, technology and
management resource.
BSV provides technologies and solutions to enable young businesses to
complete and differentiate their product offerings; such as powerful search and
structure systems, and eCommerce software and architecture. In other words,
technologies and solutions that are at the heart of almost all Internet
offerings. As an investment currency in such deals, technology is more powerful
than cash: it is far more value additive and can be used many times over in a
variety of business specific applications.
For other emerging businesses, developing their own proprietary
technologies, BSV offers management support and years of experience in
developing and commercialising technology assets, as well as a team of
sophisticated multi-disciplinary developers and programmers whose expertise and
enthusiasm can help in accelerating the implementation of an entrepreneur's
vision.
Using this unique combination of cash, core technology assets and
management experience and relationships, Bright Station Ventures is perfectly
placed to add value to the fledgling businesses it supports, to assist in
developing them into valuable long-term commercial propositions and in so doing,
to drive value for both the businesses it supports and Bright Station's
shareholders.
<PAGE>
Business Review 1999 www.brightstation.com 20
Technology born for business
(photos of Directors and Company Secretary appear here)
Board of Directors and Company Secretary
Allen Thomas
Non-Executive Chairman
Patrick Sommers
Non-Executive Director
Marmaduke Hussey
Non-Executive Director
Daniel Wagner
Chief Executive
Richard Swank
Non-Executive Director
Ian Barton
Non-Executive Director
David Mattey
Chief Financial Officer
Jonathan Ball
Company Secretary
<PAGE>
Business Review 1999 www.brightstation.com 21
Board of Directors and Technology born for business
Company Secretary
Allen Thomas
Non-Executive Chairman, Age 60
Allen Thomas joined the Board as a Non-Executive Director in September 1997. A
qualified solicitor, Allen is Chairman of Ockham Holdings plc, a Director of
Penna Holdings plc and a Non-Executive Director of Eidos plc. From 1972 to 1992
he was a partner in Paul, Weiss, Rifkind, Wharton & Garrison, a leading New York
based law firm, where he was the founding managing partner of the Hong Kong
office and acted as General Counsel to Municipal Assistance Corporation in the
refinancing of New York City. Additionally, he was a Non-Executive Director of
The Mitsubishi Bank Trust Company of New York.
Patrick Sommers
Non-Executive Director, Age 53
Patrick Sommers joined the Company as Chief Operating Officer in October 1998,
and was a key figure in the sale of the ISD to The Thomson Corporation. Upon
closure of the deal, Patrick resigned his executive responsibilities with the
Company to become President of the Dialog business, with Thomson. He remains on
the Board as a Non-Executive Director. Prior to joining the Company, Patrick was
Chairman and Chief Executive of Medicus Systems Corporation, a NASDAQ-listed
technology company. Between 1986 and 1995, he was President of three companies:
Ceridian Corporation (formerly known as Control Data), GTE Industry Services (an
outsourcing company) and D&B Information Resources Inc. Patrick previously held
various positions in the international division and corporate centre of Dun &
Bradstreet.
Marmaduke Hussey
Non-Executive Director, Age 76
Lord Hussey of North Bradley joined the Board as a Non-Executive Director in May
1996. His distinguished media career began in 1949 with Associated Newspapers,
where he became a Director in 1964. In 1967 he was appointed Managing Director
of Harmsworth Publications, and joined the Thomson Organisation as Chief
Executive of Times Newspapers in 1971. Lord Hussey was a Director of Times
Newspapers Ltd and Colonial Mutual Ltd from 1982 to 1986 and served as the
Chairman of the Board of Governors of the BBC from 1986 to March 1996. He was a
Director of William Collins Limited from 1985 to 1989 and Chairman of the Royal
Marsden Hospital from 1985 to 1998. He is Chairman of Ruffer Investment
Management and Cadweb Ltd, and sits on the Council of the King's Fund. Lord
Hussey is retiring from the Board and has determined not to stand for
re-election at this year's AGM.
Daniel Wagner
Chief Executive, Age 36
Daniel Wagner founded the Company in 1985, and has been the driving force behind
its growth and development, including listings on both the London Stock Exchange
and NASDAQ. Throughout his career, he has engineered numerous acquisitions, and
has been responsible for forging a wide array of strategic alliances. In
addition, he has driven the Company's move into the Internet technology and
eCommerce markets, and led the formation of the Company's incubator division. As
one of the key individuals behind the development of the online sector, Daniel
has won various awards for entrepreneurial achievement and is in frequent demand
for high-level speaking engagements both in the UK and overseas.
Richard Swank
Non-Executive Director, Age 69
Richard Swank joined the Company in November 1997 as an advisor on integration
strategy following the purchase of Knight-Ridder Information Inc. He acted as
Non-Executive Chairman of the North American businesses, until being appointed
as a Non-Executive Director of the Company in March 1999. From April 1989 to
December 1994, Richard was Chairman and Chief Executive Officer of Advanstar
Communications Inc. where he had responsibility for a successful financial
restructuring and implementation of a revised corporate strategy. Prior to
joining Advanstar, Richard was Executive Vice President of Dun & Bradstreet
Corporation and President of its subsidiary, the Rueben H. Donnelly Corporation.
Ian Barton
Non-Executive Director, Age 54
Ian Barton joined the Board as a Non-Executive Director in 1986. During his
career, he has held a number of executive management and other senior positions
in information, technology and investment businesses. Most recently, he was
Managing Director of Octagon Investment Management. Prior to this, he held
senior posts in organisations including the Post Office Telecommunications
Headquarters' Long Range Intelligence Division, and CADCentre Ltd.
Ian currently holds Non-Executive Directorships with the high-technology
companies Robot (UK) Ltd, Pelco (UK) Ltd and Distributed Information Processing
Ltd, and with Central Europe Trust Company Ltd, a consultancy and fund
management company specialising in Central and Eastern Europe.
David Mattey
Chief Financial Officer, Age 37
David Mattey joined the Company as Financial Controller in 1991 and was
appointed Finance Director in December 1992. David was key to the Company's
flotation on both the London Stock Exchange and NASDAQ, and indeed has been
credited as being the youngest Finance Director to bring a company to market on
both sides of the Atlantic. In the past year, David led negotiations with the
Company's lending banks and bondholders to eliminate the Company's debt, and has
been responsible for restructuring the overall capital and financial structure
of Bright Station plc. Additionally, he is a Non-Executive Director of Easynet
Group plc, a leading European Internet service provider. David is a qualified
Chartered Accountant and was previously a tax consultant with the accountancy
firm BDO Stoy Hayward.
Jonathan Ball
Company Secretary, Age 42
Jonathan Ball joined the Company in 1994 and was appointed Company Secretary in
1996. He has been closely involved in the Company's NASDAQ placing and in the
Company's acquisition, merger and divestiture activities over the past six
years. In his current position as both Secretary to the Board and Director of
Human Resources, Jonathan is responsible for a broad range of administrative
matters within the Group. Prior to joining the Company, he held various
international management posts within the hospitality industry. Jonathan is a
Fellow of the Institute of Chartered Secretaries and Administrators.
<PAGE>
Business Review 1999 www.brightstation.com 22
Technology born for business
Shareholder Information
Financial diary for 2000
23 March
Results for the year 1999 announced
27 April
EGM to approve the sale of ISD to Thomson
30 June
First quarter trading statement issued
3 August
Annual report/20F posted to shareholders
Mid August
Results for the first six months
of 2000 announced
5 September
Annual General Meeting
Mid November
Third quarter trading statement issued
Registered Office
The Communications Building
48 Leicester Square
London
WC2H 7DB
Directors and Advisors
Allen Thomas* Chairman
Daniel Wagner Chief Executive
David Mattey Chief Financial Officer
Ian Barton*
Marmaduke Hussey*
Patrick Sommers*
Richard Swank*
*Non-Executive
Company Secretary
Jonathan Ball
Auditors
PricewaterhouseCoopers
1 Embankment Place
London
WC2N 6NN
Principal Bankers
The Royal Bank of Scotland plc
London Belgravia Branch
24 Grosvenor Place
London
SW1X 7HP
Stockbrokers
Hoare Govett Limited
250 Bishopsgate
London
EC2M 4AA
Legal Advisors
UK
Theodore Goddard
150 Aldersgate Street
London
EC1A 4EJ
Mishcon de Reya
21 Southampton Row
London
WC1B 5HS
US
Shearman & Sterling
599 Lexington Avenue
New York
NY 10022-6069
USA
Registrar/Depositary
Ordinary Shares
Computershare Services PLC
PO Box 435
Owen House
8 Bankhead Crossway North
Edinburgh
EH11 4BR
Scotland
Tel: +44 (0)870 702 0010
Fax: +44 (0)131 442 4924
American Depositary Shares
The Bank of New York
Investor Relations Department
PO Box 11258
Church Street Station
New York
NY 10286-1258
USA
Tel: +1 402 963 9394
or Toll free for US residents only:
+1 888 BNY ADRS
Fax: +1 212 815 4023
Registered Number
1890236
<PAGE>
Business Review 1999 www.brightstation.com 23
Shareholder Information Technology born for business
Investor Relations
Nick Chaloner
Bright Station plc
The Communications Building
48 Leicester Square
London
WC2H 7DB
Tel: +44 (0)20 7930 6900
Fax: +44 (0)20 7925 7700
John Olsen
Hogarth Partnership Limited
The Butlers Wharf Building
36 Shad Thames
London
SE1 2YE
Tel: +44 (0)20 7357 9477
Fax: +44 (0)20 7357 8533
David Collins/Robert Rinderman
Jaffoni & Collins Incorporated
104 Fifth Avenue - 14th Floor
New York
NY 10011
USA
Tel: +1 212 835 8500
Fax: +1 212 835 8525
Home Page
http://www.brightstation.com
Listings
London Stock Exchange
Ordinary Shares
Symbol BSN (previously DLG)
NASDAQ
American Depositary Shares
Symbol BSTN (previously DIAL)
Share Price Information
Share price information about Bright Station plc is available with the following
references:
Ordinary Shares:
Reuters RIC Code
BSN.L (previously DLG.L)
Ordinary Shares:
London Stock Exchange
SEDOL code 558-305
American Depositary Shares
ADSs traded on NASDAQ
BSTN (previously DIAL)
Shareholder information on
the Internet
Holders of Ordinary shares in Bright Station plc can access details of their
shareholding at http://www.computershare.com This site also includes information
on recent trends in the Company's share price.
Exchange Controls and Other Limitations Affecting Security Holders
There are currently no United Kingdom foreign exchange control restrictions on
remittances of dividends on Ordinary shares or on the conduct of the Group's
operations. Under English Law and the Company's Memorandum and Articles of
Association, persons who are neither residents nor nationals of the United
Kingdom may freely hold, vote and transfer their Ordinary shares in the same
manner as United Kingdom residents or nationals.
Low Cost Dealing Service
Hoare Govett Limited has established a low-cost dealing service which enables
investors to buy or sell certified holdings of the Company's shares in a simple
economic manner. Basic commission is 1% with a minimum charge of (pound)10.
Transactions are executed and settled by Pershing Securities Limited. Forms can
be obtained from :
Hoare Govett Limited
250 Bishopsgate
London
EC2M 4AA
Tel: +44 (0)20 7678 8000
Fax: +44 (0)20 7678 1587
<PAGE>
Business Review 1999 www.brightstation.com 24
Technology born for business
Principal Offices
London
Bright Station plc
The Communications Building
48 Leicester Square
London
WC2H 7DB
Tel: +44 (0)20 7930 6900
Fax: +44 (0)20 7925 7700
Oxford (eCommerce)
Bright Station plc
Meridian House
Weston Business Park
Weston on the Green
Oxon
OX6 8SY
Tel: +44 (0)1869 342 342
Fax: +44 (0)1869 342 343
Cambridge (Web Solutions)
Bright Station plc
2nd Floor, Block D
The Westbrook Centre
Milton Road
Cambridge
CB4 1YG
Tel: +44 (0)1223 715 000
Fax: +44 (0)1223 715 001
This Business Review 1999 contains certain forward-looking statements with
respect to the business, prospects, plans and objectives of Bright Station,
specifically concerning our ability to grow our product lines, our ability to
bring a competitive edge to new tools and new enterprises, our ability to
increase advertising revenue and enlarge the public profile of our products, our
ability to offer cheaper or better eCommerce products to our customers, and the
ability of our Bright Station Ventures Division to add value to the businesses
it supports. Additional factors that could cause actual results to differ
materially from such forward-looking statements are discussed in our recent
filings with the US Securities and Exchange Commission (SEC), including without
limitation our Reports on Form 6-K and our Annual Report on Form 20-F for the
year ended 31 December 1999.
The Bright Station Business Review 1999 should be read in conjunction with
Bright Station's other filings with the SEC, including without limitation the
Bright Station Annual Report 1999 and the Bright Station Annual Report on Form
20-F. You may read and copy any of these materials at the SEC's public reference
room in Washington DC, New York, New York and Chicago, Illinois. You can also
find Bright Station filings on the SEC's web site at http://www.sec.gov or from
commercial document retrieval services. Reports and other information with
respect to Bright Station are also available for inspection at the office of The
Nasdaq Stock Market, 1735 K Street, N.W., Washington DC 20006.
<PAGE>
Black & White photography by Michael Abrahams,
Peter Damroth, Chris Moyse and William Vazquez
Colour photography by Chris Moyse
Printed by Hyway Pennington
<PAGE>
www.brightstation.com
[BRIGHTSTATION LOGO APPEARS HERE]
