Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-95363
[LOGO OF CONCUR TECHNOLOGIES]
1,036,956 SHARES
COMMON STOCK
All of
the 1,036,956 shares of common stock of Concur Technologies, Inc. are being
sold by the selling stockholders named on pages 14 to 16 of this prospectus.
We will not receive any proceeds from the sale of shares offered by the
selling stockholders. See Selling Stockholders and Plan of
Distribution.
The
common stock is listed on the Nasdaq National Market under the symbol
CNQR. The shares of common stock offered will be sold as
described under Plan of Distribution.
On
February 11, 2000, the closing price per share of our common stock on the
Nasdaq National Market was $20.375.
Investing in our common stock involves a high degree of
risk.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is February 14, 2000.
TABLE OF CONTENTS
CONCUR TECHNOLOGIES, INC.
Concur
Technologies is a leading provider of workplace eCommerce software and
services that extend automation to employees throughout an enterprise and to
partners, suppliers and service providers in the extended enterprise. Our
flagship product, Concur eWorkplace (formerly EmployeeDesktop) integrates
our suite of workplace eCommerce solutions and provides a portal through
which employees can access critical business information and services. The
Concur eWorkplace suite is available in three versions: licensed,
application service provider and Internet outsourced. Our licensed version
is principally marketed to larger corporations. It includes our entire suite
of workplace eCommerce solutions, consisting of corporate procurement, human
resources self service and travel and entertainment expense management. Our
application service provider version, called Concur eWorkplace ASP, is
offered on a subscription-pricing basis principally to larger corporations.
It currently includes travel and entertainment expense management
functionality. Our Internet outsourced version, called Concur
eWorkplace.com, is offered on a subscription-pricing basis, principally for
small and mid-size businesses. It currently includes travel and
entertainment expense management and corporate procurement
funtionality.
More than
320 companies worldwide, representing over 2.4 million end-users, have
licensed our software. We sell our products primarily through our direct
sales organization. We also have strategic referral relationships. For
example, American Express Inc. (American Express) has referred
to us corporate charge card customers seeking a travel and entertainment
expense management solution. Automatic Data Processing (ADP)
jointly markets our travel and entertainment expense management solution and
refers potential customers to us.
Concur
Technologies was originally incorporated in the State of Washington in 1993
and reincorporated in Delaware in November 1998. Our principal executive
offices are located at 6222 185th Avenue NE, Redmond, Washington 98052 and
our telephone number is (425) 702-8808. Our World Wide Web site address is
http://www.concur.com. Information found at our Web site is not part of this
prospectus.
You
should carefully consider the risks and uncertainties described below before
making an investment decision. These risks and uncertainties are not the
only ones facing Concur Technologies. Additional risks and uncertainties not
currently known to us or that we currently deem immaterial may also impair
our business operations.
If any
of the following risks actually occur, our business, results of operations
and financial condition could be harmed. In that case, the trading price of
our common stock could decline and you may lose part or all of your
investment.
This
prospectus also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors
including the risks we faced that are described below and elsewhere in this
prospectus.
Our short operating history and significant losses make our
business difficult to evaluate.
We are
still in the early stages of our development, so evaluating our business
operations and our prospects is difficult. We incorporated in 1993 and have
incurred net losses in each quarter since then. We shipped our first product
in fiscal 1995, and since fiscal 1997 have derived substantially all of our
revenues from licenses of our Concur Expense product and related services,
and to a lesser degree, the sale of licenses and services relating to Concur
Human Resources. To compete effectively, we expect to devote substantial
financial and other resources to expanding our sales and marketing, research
and development and professional services organizations. These investments
may never produce a profit. We incurred net losses totaling $17.3 million in
the quarter-ended December 31, 1999. In fiscal 1999, 1998 and 1997, we
incurred net losses totaling $46.5 million, $26.2 million and $7.6 million,
respectively. As of December 31, 1999, we had an accumulated deficit of
$107.1 million. We expect to continue to incur net losses for the
foreseeable future. Despite substantial net operating loss carry-forwards as
of December 31, 1999, tax laws may limit their use in the future upon the
occurrence of certain events, including a significant change in ownership
interests.
Our operating results fluctuate widely and are difficult to
predict.
We find
it difficult to forecast quarterly license revenues because our sales cycle,
from initial evaluation to delivery of software, is lengthy and varies
substantially from customer to customer. In the past our quarterly operating
results have fluctuated significantly, and we expect them to continue to
fluctuate in the future. Our licensed software products, from which we
derive most of our revenues, are typically shipped when orders are received,
so our license backlog at the beginning of any quarter in the past
represented only a small portion of that quarters expected license
revenues. This has made and will continue to make license revenues in any
quarter difficult to forecast because they depend on orders booked and
shipped in that quarter. Moreover, we have historically recognized a
substantial percentage of revenues in the last month of the quarter,
frequently in the last week or even the last days of the quarter, and we
expect this trend to continue for as long as our licensed software products
represent a substantial part of our overall business. Because our expenses
are relatively fixed in the near term, any shortfall from anticipated
revenues or any delay in the recognition of revenues could result in
significant variations in operating results from quarter to
quarter.
If
revenues fall below our expectations in a particular quarter, our stock
price could fall. In the fourth quarter of fiscal 1999, our revenues did, in
fact, fall below our own and consensus securities analysts estimates
for the quarter and, as a result, the price of our stock experienced a sharp
decline. If our revenues fall below our own estimates or below the consensus
analysts estimate in an upcoming quarter, our stock price could
experience a more substantial and lasting decline, harming our business
significantly in terms of, among other things, diminished employee morale
and public image. See We are at risk of securities class action
litigation due to our stock price volatility.
We have been public for only a short time and our stock price has
been volatile.
We
completed our initial public offering in December 1998. Since then, the
market price of our common stock has been highly volatile and is subject to
wide fluctuations. We expect our stock price to continue to
fluctuate:
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in response to quarterly
variations in operating results;
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in reaction to
announcements of technological innovations, new products or significant
agreements by us or our competitors;
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because of market
conditions in the enterprise software and eCommerce
industries;
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in reaction to changes in
financial estimates by securities analysts, and our failure to meet or
exceed the expectations of analysts or investors; and
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as a result of the active
trading of our stock by online day traders.
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We are at risk of securities class action litigation due to our
stock price volatility.
In the
past, securities class action litigation has often been brought against
companies following periods of volatility in the market price of their
securities. We may in the future be the target of similar litigation, either
due to prior volatility associated with our failure to meet consensus
analysts estimates for revenues for the fourth quarter of fiscal 1999
or due to future volatility in our stock price. Securities litigation could
result in substantial costs and divert managements attention and
resources.
We rely heavily on sales of one product.
Since
1997, we have generated substantially all of our revenues from licenses and
services related to our Concur Expense product. We believe that Concur
Expense revenues will continue to account for a large portion of our
revenues for the foreseeable future. Our future financial performance and
revenue growth will depend upon the successful development, introduction and
customer acceptance of new and enhanced versions of Concur Expense, Concur
Procurement, Concur Human Resources, and other applications, and our
business could be harmed if we fail to deliver the enhancements to our
current and future products that customers want. In particular, our business
could be harmed if we are unable to establish our Concur Procurement product
in the corporate procurement software market. Within our current suite of
offerings, Concur Procurement is of critical strategic importance because
the license fees associated with it tend to be significantly larger than for
the others. Perhaps as a result, where our customers software buying
decisions are linked together, these decisions are more typically led by
their procurement software buying decision than by their evaluation of
either travel and entertainment expense management or human resources
solutions. As a result, we believe that an inability to compete effectively
in the procurement software market could significantly hamper our future
financial performance and revenue growth.
We face significant competition.
The
market for our products is intensely competitive and rapidly changing.
Direct competition comes from independent software vendors of
business-to-business electronic commerce software, travel and entertainment
expense management, corporate procurement applications and human resources
self-service applications, and from providers of ERP software applications
that have or may be developing travel and entertainment expense management,
corporate procurement products, and human resources self service
applications. Many of our competitors have longer operating histories,
significantly greater financial, technical, marketing and other resources,
significantly greater name recognition and a larger installed base of
customers than we do. Moreover, a number of our competitors, particularly
major ERP vendors, have well-established relationships with our current and
potential customers as well as with systems integrators and other vendors
and service providers. Some of our competitors in the business-to-business
electronic commerce field are establishing commerce or purchasing networks
involving suppliers, customers and partners and effectively excluding other
companies that
do not participate in these commerce networks. These competitors may also be
able to respond more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the development,
promotion and sale of their products, than we can. We also face indirect
competition from potential customers internal development efforts and
have to overcome their reluctance to move away from existing paper-based
systems.
Our expansion into the corporate procurement application and human
resources self-service application markets is risky.
We added
Concur Procurement to our product line in 1998 and in 1999 we added Concur
Human Resources. To date, substantially all of our revenues have come from
Concur Expense. Our future revenue growth depends on our ability to license
Concur Procurement and Concur Human Resources to new customers and to our
existing base of Concur Expense customers. Potential and existing customers
may not purchase Concur Procurement or Concur Human Resources for many
reasons, including:
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an absence of desired
functionality;
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the costs of and time
required for implementation;
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incompatibility of these
applications with customers preferred technology
platforms;
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possible software defects;
and
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customers lacking the
necessary hardware, software or intranet infrastructure.
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Further,
we must overcome some significant obstacles to expand into the market for
corporate procurement applications and human resources self-service
applications, including:
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competitors that have more
experience and better name recognition;
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the limited experience of
our sales and consulting personnel in these markets; and
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our limited reference
accounts in these markets.
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Our
business could be harmed if we fail to deliver enhancements to Concur
Procurement and Concur Human Resources that customers want. In addition, our
business could also be harmed if our expansion into these newer markets and
resulting broadening of our focus causes Concur Expense, upon which we
continue to rely for most of our revenues, to lose market share to our
competitors that are solely or primarily focused on travel and entertainment
expense management software applications. This broadening of focus could
also harm us by causing us to spread our limited resources across to many
initiatives and diverting management time and attention required to execute
any given initiative properly.
Our effort to sell products as an Internet-based application
service provider may fail.
In
addition to licensing our software applications, we have recently begun
offering them as an Internet-based application service provider, or
ASP. As an ASP, we price our products on a subscription basis to
companies seeking to outsource their workplace eCommerce business
applications. This business model is unproven and represents a significant
departure from the strategies traditionally employed by us and other
enterprise software vendors. We have no experience selling products or
services as an ASP, and our efforts to develop this ASP business have
diverted, and are expected to continue to divert, our financial resources
and management time and attention. In connection with our ASP business, we
have engaged third-party service providers to perform many of the necessary
services as independent contractors, and we are and will be responsible for
monitoring their performance. We have limited experience outsourcing
services or other important business functions in the past, and independent
contractors may not perform those services adequately. If any service
provider delivers inadequate support or service to our customers, our
reputation could be harmed. In addition, we plan to use resellers to market
our ASP products. We have limited experience utilizing resellers and we may
not be successful in this effort.
If
customers determine that our products are not scalable, do not provide
adequate security for the dissemination of information over the Internet, or
are otherwise inadequate for Internet-based use, or if for any other reason
customers fail to accept our products for use on the Internet or on a
subscription basis, our business will be harmed. As an outsourced ASP
provider, we expect to receive confidential information, including credit
card, travel booking, employee, purchasing, supplier and other financial and
accounting data through the Internet or extranets, and there can be no
assurance that this information will not be subject to computer break-ins,
theft and other improper activity that could jeopardize the security of
information for which we are responsible. Any such lapse in security could
expose us to litigation, loss of customers or other harm to our business. In
addition, any person who is able to circumvent our security measures could
misappropriate proprietary or confidential customer information or cause
interruptions in our operations. We may be required to incur significant
costs to protect against security breaches or to alleviate problems caused
by breaches. Further, a well-publicized compromise of security could deter
people from using the Internet to conduct transactions that involve
transmitting confidential information. Our failure to prevent security
breaches, or well-publicized security breaches affecting the Web in general,
could significantly harm our business, operating results and financial
condition.
Even if
our strategy of offering products to customers over the Internet proves
successful, some of those Internet customers may be ones that otherwise
might have bought our software and services through our traditional
licensing arrangements. Any such shift in potential license revenues to the
ASP model, which is unproven and potentially less profitable, could harm our
business. In addition, as an increasing proportion of our business moves to
this business model, our revenues may be inconsistent and hard to predict,
given that revenues under this new business model are recognized ratably
over the contract term whereas most of our revenues under the traditional
licensing arrangements are recognized in the same quarter that the contract
is signed.
We have limited experience selling our products as a suite and our
Concur eWorkplace model may fail.
We
recently introduced Concur eWorkplace, which integrates Concur Expense and
Concur Procurement, and, ultimately, will integrate Concur Human Resources,
as a suite of applications. Prior to that introduction, we had not sold our
products as a suite, and we do not know whether customers will prefer to buy
our products this way. In an effort to increase overall revenues, we expect
to offer our integrated suite of applications at prices that will be lower
than would be the case for the applications sold separately. This may have
the effect of reducing per-user revenues. We have also found that selling
our products as a suite has lengthened our sales cycle because the sale is
more complex and is more likely to involve information technology
specialists and, in some cases, higher-level decision-makers at the
prospective customer. We do not anticipate that the trend toward longer
sales cycles will abate in the foreseeable future. Because we are
inexperienced selling our products this way, we cannot predict whether it
will harm our business.
Our lengthy sales cycle could adversely affect our revenue
growth.
Because
of the high costs involved, customers for enterprise software products
typically commit significant resources to an evaluation of available
software applications and require us to expend substantial time, effort and
money educating them about the value of our products and services. The time
between initial contact with a potential customer and the ultimate sale, our
sales cycle, typically ranges from six to fifteen months. As a result of our
lengthy sales cycle, we have only a limited ability to forecast the timing
and size of specific sales. In addition, customers may delay their purchases
from a given quarter to another as they elect to wait for new product
enhancements. Any delay in completing, or failure to complete, sales in a
particular quarter or fiscal year could harm our business and could cause
our operating results to vary significantly. See Our operating
results fluctuate widely and are difficult to predict.
We rely on third-party software that is difficult to
replace.
Some of
the software we license from third parties would be difficult to replace. In
particular, in order to offer our customers our suite of workplace eCommerce
software applications, we license technology from third
parties. This software may not continue to be available on commercially
reasonable terms, if at all. The loss or inability to maintain any of these
technology licenses could result in delays in the sale of our products and
services until equivalent technology, if available, is identified, licensed
and integrated, which could harm our business.
It is important for us to establish and maintain strategic
relationships.
To offer
products and services to a larger customer base than we can reach through
direct sales, telesales and our internal marketing efforts, we depend on
strategic referral and, in the future, strategic reseller relationships. If
we were unable to maintain our existing strategic referral relationships or
enter into additional strategic referral or reseller relationships, we would
have to devote more resources to the distribution, sale and marketing of our
products and services. Our success depends in part on the ultimate success
of our strategic referral and reseller partners and their ability to market
our products and services successfully. A number of our Concur Expense sales
have come through referrals from American Express, but American Express is
not obligated to refer any potential customers to us, and it has, and may
continue to, enter into strategic relationships with other providers of
expense reporting and corporate procurement applications. In the developing
field of business-to-business electronic commerce, strategic business
relationships with key suppliers and others are critical to the successful
establishment of commerce or buying networks that may become the source of
multiple revenue opportunities for their participants. If we are unable to
establish such relationships and our competitors have these relationships,
our workplace eCommerce business strategy would be harmed. Many of our
strategic partners have multiple strategic relationships, and they may not
regard us as significant for their businesses. In addition, our strategic
partners may terminate their respective relationships with us, pursue other
partnerships or relationships, or attempt to develop or acquire products or
services that compete with our products or services. Further, our existing
strategic relationships may interfere with our ability to enter into other
desirable strategic relationships.
We have limited experience with large-scale deployment, which is
important to our future success.
To date,
only a limited number of customers have deployed Concur Expense, Concur
Procurement and Concur Human Resources. We think that the ability of large
customers to roll out our products across large numbers of users is critical
to our success. If our customers cannot successfully implement large-scale
deployments, or they determine that our products cannot accommodate
large-scale deployments, our business will be harmed. Similarly, because
only a limited number of customers are using the ASP version of our product
offering, we do not have assurance that our ASP product would be able to
support a large volume of users or transactions and our business would be
harmed by any failure in this regard.
Year 2000 considerations among our customers and potential
customers may reduce our sales.
Through
the first half of 2000, we expect to experience reduced sales of products as
customers and potential customers put a priority on correcting Year 2000
problems and therefore defer purchases of our products until later in 2000.
As a result, demand for our products may be particularly volatile and
unpredictable for early 2000.
We may not meet our expectations for the Seeker Software
acquisition.
Our
acquisition of Seeker Software Inc., (Seeker Software) in June
1999 was a significant investment. In connection with the acquisition, we
recorded in the third quarter of fiscal 1999 a charge to operating expenses
of approximately $8.9 million for direct and other acquisition-related costs
pertaining to the transaction. Acquisition costs consisted primarily of
financial advisor fees for both companies, attorneys, accountants, financial
printing and other related charges. In the future, we may incur additional
costs of integrating the business of Seeker Software with our business. We
plan to integrate the Seeker Software business with our own, including
product development efforts focused on fully integrating Concur Human
Resources into Concur eWorkplace. We also expect to be able to sell our
newly-acquired Concur Human
Resources applications to some of the existing customers of our Concur
eWorkplace, Concur Expense and Concur Procurement products, and to sell
Concur eWorkplace, Concur Expense and Concur Procurement to existing
customers of Concur Human Resources. However, we may fail to achieve our
expectations. In particular, we may encounter substantial difficulties and
financial risks such as:
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difficulty assimilating
the technology of the combined companies;
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problems retaining key
technical and managerial personnel;
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additional operating
losses and expenses of the acquired business; and
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impairment of
relationships with existing customers, business partners and
employees.
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In
addition, recent actions and comments from the Securities and Exchange
Commission have indicated that it is scrutinizing the application of the
pooling of interests method of accounting for business combinations. While
we believe we are in compliance with the rules and related guidelines as
they currently exist, we can provide no assurance that the Commission will
not challenge our conclusions and ultimately seek to treat this transaction
under the purchase method of accounting for business combinations. This
could result in the restatement of financial statements requiring the
recording of goodwill and related amortization expense and as such could
have a material negative impact on our financial results for the periods
subsequent to the acquisition. There can be no assurance that we will be
successful in overcoming these or any other problems or risks in connection
with the acquisition of Seeker Software. Mergers and acquisitions of
high-technology companies are inherently risky, and no assurance can be
given that our previous or future acquisitions will be successful and will
not adversely affect our financial condition or results of
operations.
Future acquisitions might harm our business.
As part
of our business strategy, we might seek to acquire or invest in businesses,
products or technologies that we feel could complement or expand our
business. If we identify an appropriate acquisition opportunity, we might
not be able to negotiate the terms of that acquisition successfully, finance
it, or integrate it into our existing business and operations. We have
completed only two acquisitions to date: 7Software, Inc. and Seeker
Software. We may not be able to select, manage or absorb any future
acquisitions successfully. Further, the negotiation of potential
acquisitions, as well as the integration of an acquired business, will
divert management time and other resources. We may have to use a substantial
portion of our available cash to consummate an acquisition. On the other
hand, if we consummate acquisitions through an exchange of our securities,
our stockholders could suffer significant dilution. In addition, we cannot
assure you that any particular acquisition, even if successfully completed,
will ultimately benefit our business.
We may experience difficulties in introducing new products and
upgrades.
Through
our acquisition of Seeker Software in June 1999, we added Concur Human
Resources to our product suite. We expect to add additional workplace
eCommerce applications to our product suite by acquisition or internal
development, and to develop enhancements to our existing applications. We
have experienced delays in the planned release dates of our software
products and upgrades, and we have discovered software defects in new
products after their introduction. New products or upgrades may not be
released according to schedule, or may contain defects when released. Either
situation could result in adverse publicity, loss of sales, delay in market
acceptance of our products or customer claims against us, any of which could
harm our business. If we do not develop, license or acquire new software
products, or deliver enhancements to existing products on a timely and
cost-effective basis, our business will be harmed.
We may not be able to successfully contract with a third party to
expand, host, manage and maintain our Concur Commerce Network
infrastructure.
We plan
to contract with a third-party to expand, host, manage and maintain our
Concur Commerce Network infrastructure. Services provided by the third-party
will likely include web server hosting, maintaining
communications lines and managing network data centers. We are engaged in
discussions with a third-party to obtain these services but have not entered
into a contract with this party. If we do not contract with this
third-party, we would have to obtain similar services from another provider
or perform these functions ourselves. We may not successfully obtain or
perform these services on a timely and cost-effective basis. If our Concur
Commerce Network infrastructure is serviced by a third-party, we will be
entirely dependent on that party to manage and maintain our network
infrastructure and to provide security for it, so this component of our
business will depend on that third-party.
Our products might not be compatible with all major platforms,
which could inhibit sales.
We must
continually modify and enhance our products to keep pace with changes in
hardware and software platforms, database technology and electronic commerce
technical standards. As a result, uncertainties related to the timing and
nature of new product announcements, introductions or modifications by
vendors of operating systems, back-office applications, and browsers and
other Internet-related applications could hurt our business. In addition,
our products are not currently based upon the Java programming language, an
increasingly widely-used language for developing Internet applications. We
have made a strategic decision not to develop a fully Java-based product at
this time. Accordingly, some features available to products written in Java
may not be available in our products, and this could result in reduced
customer demand.
We depend on our direct sales model.
We sell
our products primarily through our direct sales force. We believe that there
is significant competition for direct sales personnel with the advanced
sales skills and technical knowledge we need. Our inability to hire
competent sales personnel, or our failure to retain them, would harm our
business. In addition, by relying primarily on a direct sales model, we may
miss sales opportunities that might be available through other sales
channels, such as domestic and international resellers. In the future, we
intend to develop indirect distribution channels through third-party
distribution arrangements, but we may not be successful in establishing
those arrangements, or they may not increase revenues. Furthermore, we plan
to use resellers to market our ASP products in particular. We have limited
experience utilizing resellers to date. The failure to develop indirect
channels may place us at a significant competitive disadvantage.
Our ability to protect our intellectual property is limited and
our products may be subject to infringement claims by
third-parties.
Our
business depends upon our proprietary technology. We presently have no
patents or patent applications pending. We rely on a combination of
copyright and trademark laws, trade secrets, confidentiality procedures and
contractual provisions to protect our proprietary information. In some
cases, we are using unregistered marks, and some of the marks that we have
filed for federal registration may not ultimately be registrable. As a
result, we may have incomplete rights to use some of our marks. We have also
taken steps to avoid disclosure of our proprietary technology by generally
restricting customer access to our products source code and requiring
all employees and contractors to enter into confidentiality and invention
assignment agreements. However, some of our customers and partners have
received access to source code versions of our products in order to
facilitate more extensive testing of our products and certain of our former
technical personnel and contractors did not execute such confidentiality and
invention assignment agreements. Further, we only recently began requiring
contractors and temporary employees to execute our confidentiality agreement
rather than executing the confidentiality agreements maintained by temporary
agencies or not executing any such agreements.
Despite
our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of our products or to obtain and use information
that we regard as proprietary. In addition, the laws of some foreign
countries do not protect our proprietary rights to as great an extent as do
the laws of the United States, and we expect that it will become more
difficult to monitor use of our products as we increase our international
presence. There can be no assurance that our means of protecting these
proprietary rights will be adequate, nor
that our competitors will not independently develop similar technology. In
addition, there can be no assurance that third parties will not claim
infringement by us with respect to current or future products or other
intellectual property rights. Any such claims could have a material adverse
effect on our business, results of operations and financial
condition.
Final Year 2000-related costs are not yet fully
calculated.
Some of
our customers have reported minor problems with our software products that
appear to be related to the Year 2000 problem. We expect the costs
associated with resolution of these issues to be immaterial. However, we may
yet be subject to claims based on Year 2000 problems in others
products, other as-yet-unreported Year 2000 problems alleged to be found in
our products, Year 2000-related issues arising form the integration of
multiple products within an overall system, or other as-yet-unreported Year
2000-related claims. We expect that this uncertainty about the extent of
Year 2000 problems will continue through this fiscal year. The total cost of
resolving Year 2000-related issues and contingency plan promulgation may yet
become material and could harm our business.
We depend on service revenues to increase our overall revenues;
services may not achieve profitability.
Our
service revenues have increased each year as a percentage of total revenues.
Service revenues represented 53.3% of the total revenues for the quarter
ended December 31, 1999, and 35.2%, 34.5%, and 27.8% of total revenues for
fiscal 1999, 1998 and 1997, respectively. We anticipate that service
revenues will continue to represent a significant percentage of total
revenues. To a large extent, the level of service revenues depends upon the
ongoing renewals of customer support contracts by our growing installed
customer base. Customer support contracts might not be renewed and, if
third-party organizations such as systems integrators become proficient in
installing or servicing our products, consulting revenues could decline. Our
ability to increase service revenues will depend in large part on our
ability to increase the scale of our services organization, including our
ability to successfully recruit and train a sufficient number of qualified
services personnel.
We formed
our professional services organization in 1996. Since that time, we have not
achieved profitability with respect to these services. Due to the increasing
costs of operating a professional services organization, we may not be able
to achieve profitability in this part of our business in the near future, or
ever.
We depend on our key employees.
Our
success depends on the performance of our senior management, particularly S.
Steven Singh, our President, Chief Executive Officer and Chairman of the
Board, who is not bound by an employment agreement. Although we maintain key
person life insurance on Mr. Singh in the amount of $1.0 million, the loss
of his services would harm our business. If one or more members of our
senior management or any of our key employees were to resign, particularly
to join or form a competitor, the loss of that personnel and any resulting
loss of existing or potential customers to that competitor would harm our
business.
We must attract and retain qualified personnel.
Our
success depends on our ability to attract and retain qualified, experienced
employees. There is substantial competition for experienced engineering,
sales and consulting personnel in the market segments in which we compete.
Many of our competitors for experienced personnel have greater financial and
other resources than we have. In particular, we compete for personnel with
Microsoft Corporation, which is located in the same geographic area as our
headquarters. We also compete for personnel with other software vendors,
including ERP vendors and business-to-business electronic commerce solution
providers, and with consulting and professional services
companies.
We rely on third party implementation service
providers.
Beginning
with fiscal 1999, the majority of the consulting services associated with
the implementation of our software at our customers facilities has
been performed by third-party implementation service providers. If we are
unable to establish and maintain effective, long-term relationships with our
implementation providers, or if these providers do not meet the needs or
expectations of our customers, our business would be seriously harmed. This
strategy will also require that we develop new relationships with additional
third-party implementation providers to provide these services if the number
of our customer implementations continues to increase. Our current
implementation partners are not contractually required to continue to help
implement our solutions. As a result of the limited resources and capacities
of many third-party implementation providers, we may be unable to establish
or maintain relationships with third parties having sufficient resources to
provide the necessary implementation services to support our needs. If these
resources are unavailable, we will be required to provide these services
internally, which would significantly limit our ability to meet our customers
implementation needs. In addition, we cannot control the level and
quality of service provided by our current and future implementation
partners.
There are risks associated with international
operations.
Our
international operations are subject to a number of risks,
including:
|
|
costs of customizing
products for foreign countries;
|
|
|
laws and business
practices favoring local competition;
|
|
|
dependence on local
vendors;
|
|
|
uncertain regulation of
electronic commerce;
|
|
|
compliance with multiple,
conflicting and changing governmental laws and regulations;
|
|
|
greater difficulty in
collecting accounts receivable;
|
|
|
import and export
restrictions and tariffs;
|
|
|
difficulties staffing and
managing foreign operations;
|
|
|
multiple conflicting tax
laws and regulations; and
|
|
|
political and economic
instability.
|
Our
international operations also face foreign currency-related risks. To date,
most of our revenues have been denominated in U.S. Dollars, but we believe
that an increasing portion of our revenues will be denominated in foreign
currencies. In particular, we expect that an increasing portion of our
international sales may be Euro-denominated. The Euro is still a relatively
new currency and may be subject to economic risks that are not currently
contemplated. We currently do not engage in foreign exchange hedging
activities, and therefore our international revenues and expenses are
currently subject to the risks of foreign currency fluctuations.
A key
component of our business strategy is to expand our sales and support
operations internationally. We employ sales professionals in London, Paris,
Sydney and Toronto and intend to establish additional international sales
offices, expand our international management, sales and support
organizations, and enter into relationships with additional international
remarketers. We are in the early stages of developing our indirect
distribution channels in markets outside the United States. We may not be
able to attract remarketers that will be able to market our products
effectively. We must also customize our products for local markets. For
example, our ability to expand into the European market will depend on our
ability to develop a travel and entertainment expense management solution
(as well as business-to-business procurement and human resources
self-service solutions) that incorporates the tax laws and accounting
practices followed in Germany and other European countries, and to develop
workplace eCommerce applications that support the Euro. Further, if we
establish significant operations overseas, we may incur costs that would be
difficult to reduce quickly because of employee practices in those
countries.
Our revenue recognition policy may change when definitive guidance
is available.
We
recognize revenues from sales of software licenses when we sign a
non-cancelable license agreement with a customer, the software is delivered,
no significant post-delivery vendor obligations remain and collection is
deemed probable. We recognize customer support revenues ratably over the
customer support contract term (which is typically one year) and recognize
revenues for consulting and training services as such services are
performed. We believe our current revenue recognition policies and practices
are consistent with applicable accounting standards. However, full
guidelines for SOP 97-2 and related modifications have not been issued. Once
available, such guidelines could lead to unanticipated changes in our
current revenue accounting practices, and such changes could materially
affect our future revenues and earnings. See Our plan to sell products
as an Internet-based applications service provider may fail.
Concur
Technologies will not receive any of the proceeds from the sale of shares by
the selling stockholders.
The
following table presents information that has been provided to us by the
selling stockholders with respect to the selling stockholders and the shares
of our common stock that each may offer under this prospectus. Each of the
selling stockholders named below was formerly a stockholder or warrant
holder of Seeker Software who acquired shares of our common stock as a
result of our acquisition of Seeker Software. To our knowledge, none of the
selling stockholders has, or within the past three years has had, any
position, office or other material relationship with us or any of our
predecessors or affiliates, except as noted in the footnotes to the table
below.
Under a
shelf registration agreement, the selling stockholders are subject to volume
and manner of sale restrictions. See Plan of Distribution. As
described in the Plan of Distribution section of this
prospectus, each selling stockholder is permitted under a shelf registration
agreement to sell under this prospectus only a limited portion of such
stockholders total shares during specified periods, and the aggregate
number of shares that the stockholder may sell under this prospectus during
the period of this offering is limited to 50% of the stockholders
total shares, except for adjustments that were permitted during the first 90
days following the date of this prospectus. As of December 31, 1999,
1,036,956 shares of our common stock remained available for sale under this
prospectus.
The
following table sets forth information as to each selling stockholders
beneficial ownership and shares eligible for offer and sale under this
prospectus as of December 31, 1999, and assumes that each selling
stockholder will eventually sell all shares eligible to be sold by that
stockholder under the shelf registration agreement described in the
Plan of Distribution section of this prospectus.
|
|
Shares Beneficially
Owned Prior to the
Offering
|
|
Maximum Number
of Shares to be
Offered by
Each Selling
Stockholder
|
|
Shares Beneficially
Owned After the
Offering(2)(3)
|
Name
|
|
Number
|
|
Percent(1)
|
|
|
Number
|
|
Percent(1)
|
Brentwood Associates VIII,
L.P. and Brentwood Affiliates Fund,
L.P. (4) |
|
533,368 |
|
2.3 |
% |
|
266,684 |
|
266,684 |
|
1.2 |
% |
Information Technology
Ventures, L.P. and ITV Affiliates Fund,
L.P(5) |
|
510,776 |
|
2.2 |
|
|
217,887 |
|
292,889 |
|
1.3 |
|
Advanced Technology
Ventures IV, L.P. |
|
410,043 |
|
1.8 |
|
|
117,154 |
|
292,889 |
|
1.3 |
|
Norwest Venture Partners
VII L.P. |
|
341,808 |
|
1.5 |
|
|
107,693 |
|
234,115 |
|
1.0 |
|
Gary L. Durbin, Gary Lee
Durbin and Loretta A. Durbin as
Trustees of the Gary Lee Durbin and Loretta Ann
Durbin
Trust(6) |
|
211,688 |
|
* |
|
|
53,979 |
|
157,709 |
|
* |
|
Jon T. Blankmeyer, Jon T.
Blankmeyer, Trustee of the
Blankmeyer Family Trust UDT February 18,
1993(7) |
|
131,886 |
|
* |
|
|
39,928 |
|
91,958 |
|
* |
|
Comdisco, Inc. |
|
112,237 |
|
* |
|
|
9,220 |
|
103,017 |
|
* |
|
David A. Duffield, Trustee
of the David A. Duffield Trust dated
July 14, 1988 |
|
87,084 |
|
* |
|
|
24,881 |
|
62,203 |
|
* |
|
Platinum Venture Partners
II, L.P. |
|
81,215 |
|
* |
|
|
40,607 |
|
40,608 |
|
* |
|
Jan Wesemann(8) |
|
64,615 |
|
* |
|
|
22,657 |
|
41,958 |
|
* |
|
Jerome E.
Stanton |
|
46,111 |
|
* |
|
|
14,528 |
|
31,583 |
|
* |
|
Olivia R.
Blankmeyer |
|
35,329 |
|
* |
|
|
10,154 |
|
25,175 |
|
* |
|
Inga S.
Blankmeyer |
|
35,329 |
|
* |
|
|
10,154 |
|
25,175 |
|
* |
|
Michael G. Deverell,
Trustee of the Deverell Family Revocable
Trust dated September 8, 1996 |
|
33,986 |
|
* |
|
|
9,710 |
|
24,276 |
|
* |
|
Philippe J.
Chouraki(9) |
|
33,344 |
|
* |
|
|
18,072 |
|
15,272 |
|
* |
|
David J.
Hanson(10) |
|
28,289 |
|
* |
|
|
7,351 |
|
20,938 |
|
* |
|
Michael G. Deverell,
Trustee of the Adele H. Deverell
Irrevocable Trust |
|
25,187 |
|
* |
|
|
7,196 |
|
17,991 |
|
* |
|
Jeffrey
Sanger(11) |
|
19,371 |
|
* |
|
|
4,501 |
|
14,870 |
|
* |
|
Kevin G. Hall, Trustee of
the Kevin G. Hall Revocable Trust |
|
18,242 |
|
* |
|
|
9,121 |
|
9,121 |
|
* |
|
Tadish C.
Durbin(12)(13) |
|
17,468 |
|
* |
|
|
7,734 |
|
9,734 |
|
* |
|
Deepak
Natarajan |
|
14,615 |
|
* |
|
|
7,307 |
|
7,308 |
|
* |
|
|
|
Shares Beneficially
Owned Prior to the
Offering
|
|
Maximum Number
of Shares to be
Offered by
Each Selling
Stockholder
|
|
Shares Beneficially
Owned After the
Offering(2)(3)
|
Name
|
|
Number
|
|
Percent(1)
|
|
|
Number
|
|
Percent(1)
|
Samantha A.
Durbin |
|
15,283 |
|
* |
|
3,891 |
|
9,392 |
|
* |
Nathan R.
Durbin(13) |
|
12,283 |
|
* |
|
3,891 |
|
8,392 |
|
* |
Umang Gupta |
|
7,832 |
|
* |
|
2,238 |
|
5,594 |
|
* |
Eric
Kiebler(14) |
|
7,780 |
|
* |
|
2,797 |
|
4,983 |
|
* |
Diane Helton |
|
6,373 |
|
* |
|
1,677 |
|
4,696 |
|
* |
Deanna
Wargowski(12)(13)(15) |
|
6,175 |
|
* |
|
2,365 |
|
3,810 |
|
* |
Patrick
Flanigan(12)(13) |
|
5,874 |
|
* |
|
2,202 |
|
3,672 |
|
* |
Carol Friedman |
|
5,874 |
|
* |
|
2,937 |
|
2,937 |
|
* |
Mark A.
Potenzone(12)(13)(16) |
|
3,060 |
|
* |
|
874 |
|
2,186 |
|
* |
Nancy
McCune(12)(13)(17) |
|
2,639 |
|
* |
|
314 |
|
2,325 |
|
* |
John Cuellar |
|
2,453 |
|
* |
|
775 |
|
1,678 |
|
* |
Linda
Villers(12)(13)(18) |
|
2,426 |
|
* |
|
582 |
|
1,844 |
|
* |
Baharak
Bavand(12)(13)(19) |
|
2,080 |
|
* |
|
606 |
|
1,474 |
|
* |
Michael C.
Phillips |
|
1,949 |
|
* |
|
974 |
|
975 |
|
* |
Teresa O
Keefe(12)(13)(20) |
|
1,910 |
|
* |
|
419 |
|
1,491 |
|
* |
Eugene R.
Lopez(12)(13)(21) |
|
1,609 |
|
* |
|
419 |
|
1,190 |
|
* |
James W.
Hunter(12)(13) |
|
1,573 |
|
* |
|
786 |
|
787 |
|
* |
Don Hackett(12) |
|
1,468 |
|
* |
|
734 |
|
734 |
|
* |
Janet
Alvies(12)(13) |
|
1,305 |
|
* |
|
652 |
|
653 |
|
* |
Carrie
Pedraza(12)(13)(22) |
|
1,208 |
|
* |
|
115 |
|
1,093 |
|
* |
William
Champion(12)(13)(23) |
|
874 |
|
* |
|
209 |
|
665 |
|
* |
Murray
Warner(12)(13)(24) |
|
601 |
|
* |
|
20 |
|
581 |
|
* |
James Colby
Kraybill(12) |
|
587 |
|
* |
|
293 |
|
294 |
|
* |
Patrick and Helen
Welsh(25) |
|
525 |
|
* |
|
209 |
|
316 |
|
* |
Susan
MacLeod(12) |
|
490 |
|
* |
|
209 |
|
281 |
|
* |
Nan
Ayers(12)(13)(26) |
|
468 |
|
* |
|
41 |
|
427 |
|
* |
Lavinia
Hong(12) |
|
419 |
|
* |
|
209 |
|
210 |
|
* |
(1)
|
Percentage ownership is
calculated based on 22,971,297 shares outstanding as of December 31, 1999.
Unless otherwise noted below, the persons and entities named in the table
have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
Shares of common stock subject to options or warrants that are exercisable
within 60 days of December 31, 1999 are deemed to be outstanding and to be
beneficially owned by the person holding such options or warrants for the
purposes of computing the percentage ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person. All warrants held by the selling
stockholders were converted into shares of our common stock pursuant to
the Agreement and Plan of Reorganization as described in the Plan of
Distribution section of this prospectus.
|
(2)
|
Under a shelf registration
agreement, each selling stockholder is permitted to sell limited numbers
of shares of common stock (excluding any shares acquired upon the exercise
of stock options). The maximum amount a selling stockholder may sell in
all periods under this prospectus is 50% of such stockholders total
shares.
|
(3)
|
Because the selling
stockholders are not obligated to sell shares and because the selling
stockholders may also acquire shares of our common stock on the open
market, we have estimated how many shares each selling stockholder will
own beneficially after this offering by assuming that each such
stockholder sells its maximum allotment under the shelf registration
agreement and acquires no other shares.
|
(4)
|
Represents 512,034 shares
held of record by Brentwood Associates VIII, L.P. and 21,334 shares held
of record by Brentwood Affiliates Fund, L.P. Mr. Brody, a director of
Concur Technologies, is a Managing Member of Brentwood VIII Ventures, LLC,
a General Partner of Brentwood Associates VIII, L.P. Mr. Brody is also a
General Partner of Brentwood VII Ventures, L.P., a General Partner of
Brentwood Affiliates Fund, L.P. Mr. Brody disclaims beneficial ownership
of all shares.
|
(5)
|
Represents 497,509 shares
held of record by Information Technology Ventures, L.P. and 13,267 shares
held of record by ITV Affiliates Fund, L.P.
|
(6)
|
Represents 185,213 shares
held of record by Gary L. Durbin and Loretta A. Durbin as Trustees of the
Gary Lee Durbin and Loretta Ann Durbin Trust, 122 shares held of record by
Mr. Durbin and 26,353 shares subject to options exercisable by Mr. Durbin
with 60 days. Mr. Durbins children, Nathan R. Durbin, Samantha A.
Durbin and Tadish C. Durbin beneficially own an aggregate of 43,034
additional shares. Mr. Durbin formerly served as the Chief
Technical Officer, Human Resources Division of Concur Technologies, and
the Chief Technical Officer and Chairman of Seeker Software.
|
(7)
|
Represents 44,187 shares
held of record by Jon T. Blankmeyer and 87,699 shares held of record by
Jon T. Blankmeyer, Trustee of the Blankmeyer Family Trust U/D/T dated
February 18, 1993. Mr. Blankmeyers children, Inga S. Blankmeyer and
Olivia R. Blankmeyer beneficially own an aggregate of 70,658 additional
shares. Mr. Blankmeyer was a co-founder and served as a director of Seeker
Software. Mr. Blankmeyer gifted 20,000 of the shares that he received in
the acquisition to the Blankmeyer Foundation and no longer claims
beneficial ownership of such shares.
|
(8)
|
Jan Wesemann was the Vice
President of Sales of Seeker Software.
|
(9)
|
Phillipe Chouraki gifted
an aggregate of 2,800 shares he held of record to his adult children,
Maissa Chouraki and Reuben Chouraki.
|
(10)
|
David Hanson was the Vice
President of Finance and the Chief Financial Officer of Seeker
Software.
|
(11)
|
Represents 9,003 shares
held of record by Jeffrey Saenger and 10,368 shares subject to options
exercisable within 60 days. Mr. Saenger is the Vice President, Managed
Services of Concur Technologies and served as the Vice President of
Customer Service of Seeker Software.
|
(12)
|
The selling stockholder
formerly had an employment relationship with Seeker Software.
|
(13)
|
The selling stockholder is
an employee or consultant of Concur Technologies.
|
(14)
|
Mr. Kiebler is the Vice
President of Engineering, Human Resources Division of Concur Technologies
and served as the Vice President of Engineering of Seeker
Software.
|
(15)
|
Represents 4,731 shares
held of record by Deanna Wargowski and 1,444 shares subject to options
exercisable within 60 days.
|
(16)
|
Represents 1,748 shares
held of record by Mark A. Potenzone and 1,312 shares subject to options
exercisable within 60 days.
|
(17)
|
Represents 1,677 shares
held of record by Nancy McCune and 962 shares subject to options
exercisable within 60 days.
|
(18)
|
Represents 1,165 shares
held of record by Linda Villers and 1,261 shares subject to options
exercisable within 60 days.
|
(19)
|
Represents 1,213 shares
held of record by Baharak Bavand and 867 shares subject to options
exercisable within 60 days.
|
(20)
|
Represents 839 shares held
of record by Teresa OKeefe and 1,071 shares subject to options
exercisable within 60 days.
|
(21)
|
Represents 839 shares held
of record by Eugene R. Lopez and 770 shares subject to options exercisable
within 60 days.
|
(22)
|
Represents 1,123 shares
held of record by Carrie Pedraza and 85 shares subject to options
exercisable within 60 days.
|
(23)
|
Represents 419 shares held
of record by William Champion and 455 shares subject to options
exercisable within 60 days.
|
(24)
|
Represents 412 shares held
of record by Murray Warner and 189 shares subject to options exercisable
within 60 days.
|
(25)
|
Patrick Welsh was an
employee of Seeker Software and is an employee of Concur
Technologies.
|
(26)
|
Represents 153 shares held
of record by Nan Ayers and 315 shares subject to options exercisable
within 60 days.
|
General
The
shares covered by this prospectus will be offered and sold only by the
selling stockholders and not by us. We will not receive any of the proceeds
of the sale of these shares.
In
connection with our acquisition of Seeker Software, we entered into a shelf
registration agreement with the selling stockholders. Shares may be offered
and sold under this prospectus only in accordance with the terms of that
agreement. Pursuant to that agreement, only shares of our common stock
issued at the time of the acquisition (upon conversion of Seeker Software
stock or warrants) may be sold pursuant to this prospectus. A portion of
these shares have already been sold pursuant to an earlier registration
statement and related prospectus
|
Selling Stockholders
Are Not Required to Sell
|
The
selling stockholders may choose not to sell any of the shares covered by
this prospectus, or to transfer the shares other than pursuant to this
prospectus by gift or other transfer, to the extent permitted by
law.
Resale Restrictions
The shelf
registration agreement imposes a number of restrictions on the resale of
shares pursuant to this prospectus. These are summarized below.
No
selling stockholder may sell shares under this prospectus in excess of the
following:
|
(a) Initial Period.
During the 90-day period beginning on July 23,
1999 (the date of the previous prospectus filed in connection with this
combined prospectus) a selling stockholder could have sold no more than
15% of the total number of shares of our common stock that such
stockholder received in connection with our acquisition of Seeker Software
upon conversion of such stockholders Seeker Software stock and
warrants (the Total Shares). During the Initial Period only,
any selling stockholder was permitted to assign to any other selling
stockholder all or any portion of the right (the allotment)
that the assigning stockholder would otherwise have had to sell shares
during the initial period. By receiving such assignment of allotments from
other selling stockholders, a selling stockholder would have the right to
sell under this prospectus more than 15% of such stockholders Total
Shares during the Initial Period. In no event could a selling stockholder
sell under this prospectus more than such stockholders Total
Shares.
|
|
(b) Second Period.
During the next 90-day period, which ends January
19, 2000, each selling stockholder may sell under this prospectus
additional shares up to 15% of such stockholders Total Shares plus
any unsold and unassigned allotment from the Initial Period.
|
|
(c) Third Period.
During the next 90-day period, which ends April
18, 2000, each selling stockholder may sell under this prospectus
additional shares up to 10% of such stockholders Total Shares plus
any unsold and unassigned allotments from earlier periods.
|
|
(d) Fourth Period.
During any remaining period prior to June 1, 2000,
each selling stockholder may sell under this prospectus additional shares
up to 10% of such stockholders Total Shares plus any unsold and
unassigned allotments from earlier periods.
|
|
Adjustment of Trading
Limits
|
If during
the period from the date of this prospectus to June 1, 2000, any selling
stockholder sells shares in an underwritten public offering pursuant to the
Third Amended and Restated Registration Rights Agreement (under which some
stockholders have additional demand and piggyback registration rights), the
number of shares that the selling stockholder will be permitted to sell
under this prospectus will be reduced by the number of shares that such
stockholder sells in the underwritten offering. That reduction will be
allocated ratably over the trading periods referred to above (in proportion
to the number of shares that the stockholder could otherwise have sold
during those periods). For example, if the stockholder sold 70,000 shares in
the underwritten public offering during the second period referred to above
and if the stockholder would otherwise have been permitted to sell 150,000,
100,000 and 100,000 shares during the second, third and fourth periods,
respectively, then the number of shares the stockholder could sell under
this prospectus during those periods would be reduced by 30,000, 20,000 and
20,000, respectively.
In
addition to the volume limitations summarized above, each selling
stockholder is permitted to make sales under this prospectus only during
permitted windows.
To
initiate a permitted window period, the stockholder must give notice to us
of the stockholders intention to sell under this prospectus,
indicating the number of shares the stockholder proposes to sell and the
method of sale to be used. We have agreed to notify the stockholder within
two business days that this prospectus is current and may be used for the
sale or that the prospectus must be supplemented or amended. If the
prospectus must be supplemented, we have committed to file the supplement
and notify the stockholder within five business days (seven business days
from the stockholders notice) that the prospectus may be used as
supplemented. If we consider it necessary to amend the prospectus, we have
agreed to file the amendment within 15 days and to use our best efforts to
cause the amendment to become effective as soon as practicable and to notify
the stockholder when it is effective. After receiving notice from us that
the prospectus may be used, as described above (either in two business days,
seven business days or upon effectiveness of an amendment), the stockholder
will then have a window of 20 consecutive calendar days in which to sell
shares under this prospectus.
A
stockholder may initiate as many permitted windows as the stockholder
wishes, provided the stockholder has a bona fide intention to sell during
the permitted window the shares indicated in the stockholders
notice.
We may
suspend the use of the prospectus if we learn of any event that is required
to be disclosed in this prospectus before it is used for any further sale.
We have agreed that, if such a suspension occurs, we will supplement the
prospectus within five business days or file an amendment within 15 days. In
addition, if in the good faith judgment of our board of directors there is a
material development or potential material development which should be
disclosed in our prospectus before it is used for further sales but which
disclosure would be premature and would have a material adverse effect on us
and our stockholders, then we can furnish the selling stockholders a
certificate to this effect and interrupt any permitted selling windows that
may have been initiated. In no event will any such interruption continue for
longer than 45 days, and all such interruptions together may not exceed 60
days. The effective period of this prospectus will be extended after June 1,
2000 by a number of days equal to the aggregate number of days during which
use of this prospectus was suspended or interrupted as described above. The
extension will apply to the particular trading period during which the
suspension or interruption occurs.
If any
selling stockholder sells more than 1,000 shares in any week under this
prospectus, the shelf registration agreement requires the stockholder to
make such sales only through FleetBoston Robertson
Stephens Inc., Hambrecht & Quist LLC or U.S. Bancorp Piper Jaffray Inc. or
any other broker that is one of the three largest market makers in our
common stock (in volume of market making transactions) during the 90 days
immediately preceding that week.
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Trading Windows Under
Our Insider Trading Policy
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In
addition to the resale restrictions under the shelf registration agreement,
resales by selling stockholders who are our employees are further restricted
by our insider trading policy. Under this policy:
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Employees may sell shares
only during normal quarterly trading windows specified in the policy.
Typically, these windows begin on the third trading day after we publicly
report our operating results for the previous calendar quarter and end on
the 15th day before the end of the then-current quarter (in the case of
particular employees, the window typically ends on the last day of the
second month of the then-current quarter).
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In addition, our
compliance officer may specify other blackout periods during which
employees may not trade.
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Some employees must obtain
trading approval from the compliance officer.
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No trading is permitted by
an employee while the employee in the possession of material nonpublic
information.
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No employee may trade in
our stock at any time by means of any put, call or short sale (including a
short sale against the box) or by means of any other interest
or position relating to the future prices of our stock.
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Manner of Sale
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Variety of Methods of
Sale
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Subject
to the above restrictions, the selling stockholders will act independently
from us in making decisions regarding the timing, manner and size of their
sales of shares under this prospectus. In general, we expect sales to be
made in ordinary brokerage transactions over the Nasdaq National Market at
then prevailing market prices. However, sales might be made from time to
time in other types of transactions as well, including sales in the
over-the-counter market, in negotiated transactions (with or without a
broker), in block trades or in any combination of these methods. The shares
may be sold at prevailing market prices, at prices relating to prevailing
market prices or at negotiated prices.
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Transactions with
Broker-Dealers
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The
selling stockholders may sell their shares directly to purchasers or through
broker-dealers. The broker-dealers may act as agents or principals. If they
purchase the shares as principals, they may resell the shares for their own
accounts under this prospectus. Sales may occur in ordinary broker
transactions or in transactions in which the brokers solicit purchasers. In
effecting sales, broker-dealers that are engaged by selling stockholders may
arrange for other broker-dealers to participate. The broker-dealers may
engage in block transactions in which they may attempt to sell the shares as
agents but may position and resell a portion of the block as
principals.
The
selling stockholders may enter into hedging transactions with
broker-dealers. In connection with these transactions, broker-dealers may
engage in short sales of the registered shares in the course of hedging the
positions they assume with selling stockholders. The selling stockholders
may also sell shares short and redeliver the shares to close out their short
positions. The selling stockholders may enter into option or other
transactions with broker-dealers which require the delivery to the
broker-dealer of the registered shares. The broker-dealer may then resell or
transfer these shares under this prospectus. A selling stockholder may also
loan or pledge the registered shares to a broker-dealer and the
broker-dealer may sell the shares so loaned or, upon a default, the
broker-dealer may effect sales of the pledged shares under this
prospectus.
In
addition, some of the selling stockholders are venture capital funds,
corporations or trusts which may, in the future, distribute their shares to
their partners, shareholders or trust beneficiaries, respectively, which
distributees may likewise distribute such shares to their partners,
shareholders or trust beneficiaries. Those shares may later be sold by those
partners, shareholders or trust beneficiaries, or by any of their respective
distributees.
The
broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the selling stockholders and/or the
purchasers of the shares for whom the broker-dealers may act as agents or to
whom they sell as principals, or both.
To our
knowledge, the selling stockholders have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers
regarding the sale of their shares, and no underwriter or coordinating
broker is acting in connection with the selling stockholders proposed
sale of their shares.
The
selling stockholders and any brokers, dealers or agents who participate in
the distribution of the shares may be deemed to be underwriters. Any profit
on the sale of the shares by them and any discounts, commissions or
concessions received by any broker, dealer or agent might be deemed to be
underwriting discounts and commissions under the Securities Act. To the
extent the selling stockholders may be deemed to be underwriters, the
selling stockholders may be subject to statutory liabilities, including, but
not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act.
The
selling stockholders will be subject to the prospectus delivery requirements
of the Securities Act.
SOME
PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF OUR COMMON STOCK,
INCLUDING THE ENTRY OF STABILIZING BIDS OR SYNDICATE COVERING TRANSACTIONS
OR THE IMPOSITION OF PENALTY BIDS. The selling stockholders and any other
person participating in a distribution will be subject to applicable
provisions of the Exchange Act and its rules and regulations, including
Regulation M. This regulation may limit the timing of purchases and sales of
any of the shares by the selling stockholders and any other person. The
anti-manipulation rules under the Exchange Act may apply to sales of shares
in the market and to the activities of the selling stockholders and their
affiliates. Furthermore, Regulation M of the Exchange Act may restrict the
ability of any person engaged in the distribution of the shares to engage in
market-making activities with respect to the particular shares being
distributed for a period of up to five business days before the
distribution. All of the foregoing may affect the marketability of the
shares and the ability of any person or entity to engage in market-making
activities with respect to the shares.
Expenses Associated With Registration
We have
agreed to pay the expenses of registering the shares under the Securities
Act, including registration and filing fees, printing expenses,
administrative expenses and legal and accounting fees. Each of the selling
stockholders will bear its proportional share of all discounts, commissions
or other amounts payable to dealers or agents as well as fees and
disbursements for any legal counsel retained by any selling
stockholder.
Indemnification
In the
shelf registration agreement, we and the selling stockholders have agreed to
indemnify each other and specified other persons against some liabilities in
connection with the offering of the shares, including
liabilities arising under the Securities Act. The selling stockholders may
also agree to indemnify any broker-dealer or agent that participates in
transactions involving sales of the shares against some liabilities,
including liabilities arising under the Securities Act.
Termination of This Offering
The shelf
registration agreement requires that we use our best efforts to keep the
registration statement effective until June 1, 2000, or later in limited
circumstances. Therefore, this offering will terminate on the earlier of (1)
the expiration of this period, (2) the date on which all shares offered
under this prospectus have been sold by the selling stockholders or (3)
under some circumstances, if we are acquired by another party.
The
validity of the shares of common stock offered hereby will be passed upon
for Concur Technologies by Fenwick & West LLP, Palo Alto, California.
Matthew P. Quilter, an attorney at Fenwick & West LLP is the Secretary
of Concur Technologies. Attorneys at Fenwick & West LLP own an aggregate
of 4,190 shares of our common stock.
The
consolidated financial statements and schedule of Concur Technologies, Inc.
appearing in Concur Technologies, Inc.s Annual Report (Form 10-K) for
the year ended September 30, 1999 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their reports thereon included
therein and incorporated herein by reference. Such consolidated financial
statements and schedule are incorporated herein by reference in reliance
upon such report given on the authority of such firm as experts in
accounting and auditing.
DOCUMENTS INCORPORATED BY REFERENCE
IN THIS PROSPECTUS
This
prospectus incorporates documents by reference which are not presented in
this prospectus or delivered with this prospectus.
All
documents filed by Concur Technologies pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act, after the date of this prospectus
are incorporated by reference into and to be a part of this prospectus from
the date of filing of those documents.
You
should rely only on the information contained in this document or that we
have referred you to. We have not authorized anyone to provide you with
information that is different.
The
following documents which were filed by Concur Technologies with the
Securities and Exchange Commission, are incorporated by reference into this
prospectus.
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Concur Technologies
Annual Report on Form 10-K for the year ended September 30,
1999;
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Concur Technologies
Current Report on Form 8-K filed with the SEC on October 18,
1999;
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Concur Technologies
Definitive Proxy Statement for its 2000 Annual Meeting of Stockholders
filed with the SEC on January 4, 2000; and
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The description of the
Concur Technologies common stock in the Registrants
Registration Statement on Form 8-A filed with the Commission on December
7, 1998 under Section 12(g) of the Securities Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
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Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference will be deemed to be modified or superseded for purposes
of this prospectus to the extent that a statement contained in this
prospectus or any other subsequently filed document that is deemed to be
incorporated in this prospectus by reference modifies or supersedes the
statement. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this
prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The
documents incorporated by reference into this prospectus are available from
us upon request. We will provide a copy of any and all of the information
that is incorporated by reference in this prospectus, not including exhibits
to the information unless those exhibits are specifically incorporated by
reference into this prospectus, to any person, without charge, upon written
or oral request.
Requests
for documents should be directed to Concur Technologies, Inc., Attention:
Investor Relations, 6222 185
th
Avenue NE, Redmond, Washington, 98052, telephone number (425)
702-8808.
We file
reports, proxy statements and other information with the Securities and
Exchange Commission. Copies of our reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the SEC:
Judiciary
Plaza
Room 1024
450 Fifth Street, N.W.
Washington, D.C. 20549
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Citicorp
Center
5000 West Madison Street
Suite 1400
Chicago, Illinois 60661
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Seven World Trade
Center
13th Floor
New York, New York 10048
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Copies of
these materials can also be obtained by mail at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web
site that contains reports, proxy statements and other information regarding
reporting companies, including Concur Technologies. The address of the SEC
Web site is http://www.sec.gov.
Concur
Technologies has filed a registration statement under the Securities Act
with the Securities and Exchange Commission with respect to the shares to be
sold by the selling stockholders. This prospectus has been filed as part of
the registration statement. This prospectus does not contain all of the
information set forth in the registration statement because some parts of
the registration statement are omitted in accordance with the rules and
regulations of the SEC. The registration statement is available for
inspection and copying as set forth above.
This
prospectus does not constitute an offer to sell, or a solicitation of an
offer to purchase, the securities offered by this prospectus or the
solicitation of a proxy, in any jurisdiction to or from any person to whom
or from whom it is unlawful to make an offer, solicitation of an offer or
proxy solicitation in that jurisdiction. Neither the delivery of this
prospectus nor any distribution of securities pursuant to this prospectus
shall, under any circumstances, create any implication that there has been
no change in the information set forth or incorporated herein by reference
or in our affairs since the date of this prospectus.