<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2000
REGISTRATION NO. 333-50744
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------
ABOUT.COM, INC.
(Exact Name Of Registrant As Specified In Its Charter)
---------------------------
DELAWARE 13-4034015
(State Or Other Jurisdiction Of (I.R.S. Employer
Incorporation Or Organization) Identification Number)
1440 BROADWAY, 19TH FLOOR
NEW YORK, NEW YORK 10018
(212) 204-4000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, Of Registrant's Principal Executive Offices)
---------------------------
MR. SCOTT P. KURNIT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ABOUT.COM, INC.
1440 BROADWAY, 19TH FLOOR
New York, New York 10018
(212) 204-4000
(Name, Address, Including Zip Code, And Telephone Number,
Including Area Code, Of Agent For Service Of Process)
---------------------------
COPIES TO:
LUCI STALLER ALTMAN, ESQ.
BROBECK, PHLEGER & HARRISON LLP
1633 Broadway, 47th Floor
New York, New York 10019
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEES
-------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED UNIT(1) PRICE (2) REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 per
value..................... 863,210 $25.0315 $21,607,441 $5,705*
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the average high and low trading prices of the common stock,
as reported on the Nasdaq National Market, on December 20, 2000.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of computing
the registration fee.
(*) We previously paid a Registration Fee of $5,096 concerning 860,268
shares on November 27, 2000 with the filing of the initial
registration statement. An additional $609 is being paid herewith.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
PROSPECTUS
863,210 SHARES
ABOUT.COM, INC.
COMMON STOCK
This prospectus relates to the resale by certain of our current
stockholders of up to 860,268 shares of our common stock issued in connection
with our acquisition of Glowbug.com Inc. and up to 2,942 shares of our common
stock issued in connection with our acquisition of ExpertCentral.com, Inc.
The prices at which such stockholders may sell the shares will be determined
by the prevailing market for the shares or in negotiated transactions. We
will not receive any proceeds from the sale of shares offered under this
prospectus.
Our common stock is traded on the Nasdaq National Market under the
symbol "BOUT." The closing price on December 20, 2000 was $25.8125.
-----------------------
THE SHARES OF COMMON STOCK OF ABOUT.COM, INC. OFFERED OR SOLD UNDER
THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 3.
------------------------
Neither the Securities and Exchange Commission nor any state 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 DECEMBER __, 2000
<PAGE>
TABLE OF CONTENTS
Page
----
The Company..................................................... 3
Risk Factors.................................................... 3
Forward-Looking Information .................................... 9
Use of Proceeds................................................. 9
Dilution........................................................ 9
Plan of Distribution............................................ 9
Description of the Shares Being Registered...................... 11
Selling Stockholders............................................ 11
Where to Find More Information ................................. 13
Legal Matters................................................... 14
Experts......................................................... 14
We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state in which the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
2
<PAGE>
THE COMPANY
About.com, Inc. was founded in 1996 and offers a network of more than
700 highly-targeted, topic-specific web sites. Our principal executive office is
located at 1440 Broadway, 19th Floor, New York, New York 10018 and our
telephone number is (212) 204-4000.
On October 29, 2000, we entered into an agreement and plan of merger
with PRIMEDIA Inc., whereby we will merge with and become a subsidiary of
PRIMEDIA, in a transaction valued at approximately $690 million, based upon the
closing stock prices of PRIMEDIA and About on October 27, 2000. The merger has
been approved by the Board of Directors of both companies, and will enable our
stockholders to receive 2.3409 shares of PRIMEDIA's common stock for each share
of our common stock that they own. Consummation of this transaction is subject
to certain conditions, including termination or expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
approval by our stockholders and other customary closing conditions. The merger
is expected to be completed in the first quarter of fiscal 2001.
In addition to the above merger, we entered into additional business
arrangements with PRIMEDIA, including contracts to purchase approximately $72
million of advertising and promotional services from PRIMEDIA in exchange for an
aggregate of 2,016,806 shares of our common stock. Except in limited
circumstances, these other arrangements will remain in effect regardless of
whether the merger is completed.
RISK FACTORS
FAILURE TO COMPLETE THE MERGER WITH PRIMEDIA COULD NEGATIVELY IMPACT OUR STOCK
PRICE AND FUTURE BUSINESS AND OPERATIONS.
On October 29, 2000, we entered into a merger agreement with PRIMEDIA,
Inc. pursuant to which we will become a wholly-owned subsidiary of PRIMEDIA.
Completion of the merger is subject to numerous conditions, many of which are
beyond our control, including termination or expiration of the waiting period
under antitrust regulations, approval by our stockholders and other customary
closing conditions. If the merger with PRIMEDIA is not completed for any reason,
we may be subject to the following risks:
o we may be required to pay PRIMEDIA a termination fee of $23.5
million, depending on the reason why the merger was not
completed;
o our stock price may decline if its current market price
reflects a market assumption that the merger will be
completed; and
o we must pay various costs related to the merger, such as legal and
accounting fees and the expenses and fairness opinion fee of
our financial advisor, even if the merger is not completed.
If the merger is terminated and our board of directors determines to
seek another merger or business combination, we may not be able to find a
partner willing to pay an equivalent or more attractive price than the price to
be paid in the proposed merger with PRIMEDIA. In addition, while the merger
agreement is in effect, we are prohibited from initiating, soliciting, knowingly
encouraging or otherwise facilitating any other proposal or offer to acquire us,
our assets or more than 15% of our stock.
Further, simultaneously with the execution of the merger agreement,
we also entered into several commercial transactions with PRIMEDIA relating
to the purchase of advertising from PRIMEDIA, the use of PRIMEDIA's sales
representatives and the possible provision by PRIMEDIA to us of certain
content. We cannot assure you that, if the merger is not completed, these
transactions will not have a negative impact on our future business and
operations.
BECAUSE WE HAVE ONLY BEEN IN BUSINESS FOR A SHORT PERIOD OF TIME, THERE IS
LIMITED INFORMATION UPON WHICH YOU CAN EVALUATE OUR BUSINESS.
We were incorporated in June 1996 and launched our network in April
1997. Accordingly, you can only evaluate our business based on our limited
operating history. As a young company, we face risks and uncertainties relating
to our ability to successfully implement our business plan. If we are
unsuccessful in addressing these risks and uncertainties, our business, results
of operations and financial condition will be materially adversely affected.
WE HAVE LOST MONEY EVERY QUARTER AND EVERY YEAR, AND WE EXPECT TO LOSE MONEY IN
THE FUTURE.
If our revenues do not increase substantially, we may never become
profitable. We have not generated enough revenues to exceed the substantial
amounts we have spent to create, launch and enhance About.com and to grow our
business. Even if we do achieve profitability, we may not sustain or increase
profitability on a quarterly or annual basis in the future.
A portion of our historical revenues have been derived from barter
agreements. Since inception, less than 10% of our revenues have been derived
from agreements where we traded advertisements on About.com in exchange for
advertisements on other web sites without receiving any cash payments. We
expect that these barter revenues will account for less than 10% of our total
annual revenues in the future.
Our costs of revenues combined with our operating expenses have
exceeded our revenues for all quarters. We have historically funded our
operations by selling our stock and not by generating income from our
business. At September 30, 2000, our accumulated deficit was $128.4 million.
We expect to continue to lose money in this fiscal year, although we expect
to reach positive operating cash flow within the foreseeable future.
FLUCTUATIONS IN OUR OPERATING RESULTS MAY NEGATIVELY IMPACT OUR STOCK PRICE.
Our quarterly operating results may fluctuate significantly in the
future due to a variety of factors that could affect our revenues or our
expenses in any particular quarter. It is possible that in some future periods
our results of operations may be below the expectations of public market
analysts and investors. In this event, the price of our common stock is likely
to fall.
You should not rely on our results of operations during any particular
quarter as an indication of our results for a full year or any other quarter.
Factors that may affect our quarterly results include:
- the demand for advertising on About.com;
- the number of Internet users on, and the frequency of their use of,
About.com, since our advertising revenues are typically based on user traffic;
- our ability to attract and retain advertisers and electronic commerce
partners;
- fees we may pay for distribution or content or other costs we may
incur as we expand our operations;
- our ability to meet the minimum number of advertisements that we are
required to deliver to users by many of our advertising contracts, since our
failure to do this would result in our deferring recognition of the related
revenues and would reduce our available advertising inventory in subsequent
periods;
- changes in rates paid for advertising on About.com; and
3
<PAGE>
- the timing and amount of our costs related to advertising sales and
marketing efforts.
Our operating expenses are based in part on our expectations of our
future revenues and are relatively fixed in the short term. Given our limited
operating history and our difficulties in accurately estimating the user traffic
historically experienced on our website, user traffic on our website is
difficult to forecast accurately. Consequently, since revenues from Internet
advertising will make up a significant amount of our revenues for the
foreseeable future, our revenues are difficult to forecast accurately. In
particular, we intend to continue to expend significant amounts to build and
enhance brand awareness of About.com. We may be unable to adjust spending
quickly enough to offset any unexpected revenue shortfall. If we have a
shortfall in revenues in relation to our expenses, or if our expenses precede
increased revenues, then our results of operations and financial condition would
be materially adversely affected.
WE WILL ONLY BE ABLE TO EXECUTE OUR BUSINESS PLAN IF INTERNET USAGE GROWS.
Our business would be adversely affected if Internet usage does not
grow. Internet usage may be inhibited for any of the following reasons:
- the Internet infrastructure may not be able to support the demands
placed on it, and its performance and reliability may decline as usage grows;
- security and authentication concerns with respect to the transmission
over the Internet of confidential information, such as credit card numbers, and
attempts by unauthorized computer users, so-called hackers, to penetrate online
security systems; and
- privacy concerns, including those related to the ability of web sites
to gather user information without the user's knowledge or consent.
WE WILL ONLY BE ABLE TO EXECUTE OUR BUSINESS PLAN IF INTERNET ADVERTISING
INCREASES.
Our business, results of operations and financial condition would be
materially adversely affected if the Internet advertising market develops more
slowly than we expect or if we are unsuccessful in increasing our advertising
revenues. Revenues from Internet advertising will make up a significant amount
of our revenues for the foreseeable future. Since the Internet advertising
market is new and rapidly evolving, we cannot yet gauge its effectiveness as
compared to traditional advertising media.
The adoption of Internet advertising, particularly by those entities
that have historically relied upon traditional media for advertising, requires
the acceptance of a new way of conducting business, exchanging information and
advertising products and services. Advertisers that have traditionally relied
upon other advertising media may be reluctant to advertise on the Internet.
These businesses may find Internet advertising to be less effective than
traditional advertising media for promoting their products and services. Many
potential advertising and electronic commerce partners have little or no
experience using the Internet for advertising purposes. Consequently, they may
allocate only limited portions of their advertising budgets to Internet
advertising.
Advertisers and electronic commerce marketers may not advertise on
About.com or may pay less for advertising on About.com if they do not believe
that they can reliably measure the effectiveness of Internet advertising or the
demographics of the user viewing their advertisements. We use both internal
measurements and measurements provided to us by third parties. If these third
parties are unable to continue to provide these services, we would have to
perform them ourselves or obtain them from another provider. This could cause us
to incur additional costs or cause interruptions in our business while we are
replacing these services. In addition, we are implementing additional systems
designed to record demographic data on our customers. If we do not implement
these systems successfully, we may not be able to accurately evaluate the
demographic characteristics of our customers. Moreover, "filter" software
programs that limit or prevent advertising from being delivered to an Internet
user's computer are available. Widespread adoption of this software could
adversely affect the commercial viability of Internet advertising.
To the extent that minimum guaranteed impression levels are not met
over the contract period, we defer recognition of the corresponding pro rata
portion of the revenues related to such unfulfilled obligation until the
guaranteed impression levels are achieved. Advertising based on impressions, or
the number of times an advertisement is delivered to users, represents
substantially all of our current revenues. To the extent that minimum impression
levels are not achieved for any reason, we may be required
4
<PAGE>
to provide additional impressions after the contract term, which would reduce
our advertising inventory.
Our revenues could be adversely affected if we are unable to adapt to
other Internet advertising pricing models if they are adopted. It is difficult
to predict which, if any, pricing models for Internet advertising will emerge as
industry standards. This makes it difficult to project our future advertising
rates and revenues.
WE MAY NOT BE ABLE TO ADAPT AS INTERNET TECHNOLOGIES AND CUSTOMER DEMANDS
CONTINUE TO EVOLVE.
To be successful, we must adapt to rapidly changing Internet
technologies by continually enhancing About.com and introducing new services to
address our users' changing demands. We could incur substantial costs if we need
to modify our services or infrastructure in order to adapt to changes affecting
providers of Internet services. Our business, results of operations and
financial condition could be materially adversely affected if we incurred
significant costs to adapt, or cannot adapt, to these changes.
THE DEVELOPMENT OF OUR BRAND IS ESSENTIAL TO OUR FUTURE SUCCESS.
If our brand marketing efforts are unsuccessful, our business,
financial condition and results of operations would be materially adversely
affected. In order to build our brand awareness, we must succeed in our brand
marketing efforts, provide high-quality services and increase user traffic on
About.com. These efforts have required, and will continue to require,
significant expenses.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY.
Competition could result in less user traffic to About.com, price
reductions for our advertising inventory, reduced margins or loss of market
share, any of which would have a material adverse effect on our business,
results of operations and financial condition. We face intense competition for
users and for advertisers. We expect this competition to increase because there
are no substantial barriers to entry in our market. Competition may also
increase as a result of industry consolidation. We may not be able to compete
successfully.
We believe that many of our existing competitors, as well as potential
new competitors, have longer operating histories, greater name recognition,
larger customer bases and significantly greater financial, technical and
marketing resources than we do. This may allow them to devote greater resources
than we can to the development and promotion of their services. These
competitors may also engage in more extensive research and development, adopt
more aggressive pricing policies and make more attractive offers to existing and
potential employees, guides, distribution partners and advertisers. Our
competitors may develop services that are equal or superior to About.com or that
achieve greater market acceptance than About.com.
In addition, current and potential competitors have established or may
establish cooperative relationships among themselves or with third parties to
increase the ability of their services to address the needs of advertisers and
electronic commerce marketers. As a result, it is possible that new competitors
may emerge and rapidly acquire significant market share.
WE DEPEND ON RELATIONSHIPS WITH THIRD PARTIES.
We have entered into, and may continue to enter into, agreements with
advertisers or other third-party web sites that require us to exclusively
feature these parties for certain aspects of About.com. These exclusivity
agreements may limit our ability to enter into other advertising or sponsorship
agreements or other strategic relationships. Many companies we may pursue for
strategic relationships also offer competing services. As a result, these
competitors may be reluctant to enter into strategic relationships with us.
5
<PAGE>
WE MAY NOT EFFECTIVELY MANAGE OUR GROWTH.
In order to execute our business plan, we must grow significantly. This
growth will place a significant strain on our personnel, management systems and
resources. If we do not manage growth effectively, our business, results of
operations and financial condition would be materially adversely affected. We
expect that the number of our employees, including management-level employees,
will continue to increase for the foreseeable future. In addition, we expect
that the number of guides will continue to increase as new topic-specific sites
are established. We must continue to improve our operational and financial
systems and managerial controls and procedures, and we will need to continue to
expand, train and manage our workforce. We must also maintain close coordination
among our technical, accounting, finance, marketing, sales and editorial
organizations.
REGULATORY AND LEGAL UNCERTAINTIES COULD HARM OUR BUSINESS.
Any new law or regulation pertaining to the Internet, or the
application or interpretation of existing laws, could decrease the demand for
our network, increase our cost of doing business or otherwise have a material
adverse effect on our business, results of operations and financial condition.
There are, and will be, an increasing number of laws and regulations pertaining
to the Internet. These laws or regulations may relate to liability for
information retrieved from or transmitted over the Internet, online content
regulation, user privacy, taxation and the quality of products and services.
Moreover, the applicability to the Internet of existing laws governing
intellectual property ownership and infringement, copyright, trademark, trade
secret, obscenity, libel, employment, personal privacy and other issues is
uncertain and developing.
WE MAY BE LIABLE FOR THE CONTENT WE MAKE AVAILABLE ON THE INTERNET.
We make content available on About.com and on the web sites of our
advertisers and distribution and syndication partners. The availability of this
content could result in claims against us based on a variety of theories,
including defamation, obscenity, negligence, copyright or trademark
infringement. Other claims may be brought based on the nature, publication and
distribution of our content or based on errors or false or misleading
information provided on About.com, including information deemed to constitute
professional advice such as legal, medical, financial or investment advice. We
could also be exposed to liability for third-party content accessed through
About.com's links to other websites or posted by users in chat rooms or bulletin
boards offered on our topic-specific sites. Our financial condition could be
materially adversely affected if we were found liable for information that we
make available. Implementing measures to reduce our exposure to this liability
may require us to spend substantial resources and limit the attractiveness of
our services to customers.
IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE CURRENT AND FUTURE ACQUISITIONS INTO
OUR OPERATION, THERE COULD BE AN ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF
OPERATIONS.
We have acquired and may continue to acquire complementary businesses,
products and technologies in the future. Some of the risks attendant to these
acquisitions are:
- difficulties and expenses of integrating the operations and personnel
of acquired companies into our operations while preserving the goodwill of the
acquired entity;
- the additional financial resources that may be needed to fund the
operations of acquired companies;
- the potential disruption of our business;
- our management's ability to maximize our financial and strategic
position by incorporating acquired technology or businesses;
- the difficulty of maintaining uniform standards, controls, procedures
and policies;
- the potential loss of key employees of acquired companies;
- the impairment of relationships with employees and customers as a
result of changes in management; and
6
<PAGE>
- increasing competition with other entities for desirable acquisition
targets.
Any of the above risks could prevent us from realizing significant
benefits, or any benefits at all, from our acquisitions. In addition, the
issuance of our common stock in acquisitions will dilute our stockholder
interests, while the use of cash will deplete our cash reserves. Finally, if
we are unable to account for our acquisitions under the "pooling of
interests" method of accounting, we may incur significant one-time write-offs
and amortization charges. These write-offs and charges could decrease our
future earnings or increase our future losses.
WE DEPEND ON OUR KEY EXECUTIVES AND WILL NEED ADDITIONAL PERSONNEL TO GROW OUR
BUSINESS.
Our future success depends, in part, on the continued service of our
key management personnel, particularly Mr. Scott P. Kurnit, our Chairman and
Chief Executive Officer, and Mr. William C. Day, our President and Chief
Operating Officer. Although we are the beneficiary of a key person life
insurance policy on Mr. Kurnit's life, the loss of his services, or the
services of other key employees, would have a material adverse effect on our
business, results of operations and financial condition. Our future success
also depends on our ability to attract, retain and motivate highly skilled
employees, including advertising sales personnel. Competition for employees
in our industry is intense. We may be unable to attract, assimilate or retain
other highly qualified employees in the future. We have from time to time in
the past experienced, and we expect to continue to experience in the future,
difficulty in hiring and retaining highly skilled employees with appropriate
qualifications.
THE PERFORMANCE OF ABOUT.COM IS CRITICAL TO OUR BUSINESS AND TO OUR REPUTATION.
Any system failure, including network, software or hardware failure,
that causes an interruption in our network or a decrease in responsiveness of
About.com could result in reduced user traffic on About.com and reduced revenue.
About.com has in the past experienced slower response times and interruptions in
service for a variety of reasons. About.com could also be affected by computer
viruses, electronic break-ins or other similar disruptions. Our insurance
policies have low coverage limits and therefore our insurance may not adequately
compensate us for any losses that may occur due to any interruptions to our
network.
In January 1998, we entered into an Internet-hosting agreement with
GlobalCenter, Inc. to maintain all of our production servers at
GlobalCenter's Manhattan Data Center. This agreement was extended in August
2000 and is terminable by either party upon 90 days' notice. In addition, in
September 2000, Exodus Communications, Inc. announced that it would acquire
GlobalCenter in a transaction expected to be completed in the first quarter
of 2001. Our operations depend on GlobalCenter's ability to protect its and
our systems against damage from fire, power loss, water damage,
telecommunications failures, vandalism and other malicious acts, and similar
unexpected adverse events. Any disruption in the Internet access provided by
GlobalCenter could have a material adverse effect on our business, results of
operations and financial condition.
Our users and our guides depend on Internet service providers, online
service providers and other web site operators for access to About.com. Each of
these providers has experienced significant outages in the past, and could
experience outages, delays and other difficulties due to system failures
unrelated to our systems.
WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND WE MAY BE LIABLE FOR
INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS.
7
<PAGE>
Third parties may infringe or misappropriate our patents, trademarks or
other intellectual property, which could have a material adverse effect on our
business, results of operations or financial condition. While we enter into
confidentiality agreements with our material employees, guides, consultants and
strategic partners, and generally control access to and distribution of our
proprietary information, the steps we have taken to protect our intellectual
property may not prevent misappropriation. In addition, we do not know whether
we will be able to defend our proprietary rights since the validity,
enforceability and scope of protection of proprietary rights in Internet-related
industries is still evolving.
Third parties may assert infringement claims against us. From time to
time in the ordinary course of business we have been, and we expect to continue
to be, subject to claims of alleged infringement of the trademarks and other
intellectual property rights of third parties. These claims and any resultant
litigation, should it occur, could subject us to significant liability for
damages. In addition, even if we prevail, litigation could be time-consuming and
expensive to defend, and could result in the diversion of our time and
attention. Any claims from third parties may also result in limitations on our
ability to use the intellectual property subject to these claims unless we are
able to enter into agreements with the third parties making these claims.
SEASONAL FACTORS MAY AFFECT OUR QUARTERLY OPERATING RESULTS.
Seasonality of user traffic on About.com and our advertising revenues
may cause our total revenues to fluctuate. User traffic on web sites has
typically declined during the summer and year-end vacation and holiday periods.
We believe that advertising sales in traditional media, such as television and
radio, generally are lower in the first and third calendar quarters of each
year. Similar seasonal or other patterns may develop in our business.
WE CANNOT PREDICT OUR FUTURE CAPITAL NEEDS AND WE MAY NOT BE ABLE TO SECURE
ADDITIONAL FINANCING.
We may need to raise additional funds in the future in order to fund
more aggressive brand promotion or more rapid expansion, to develop new or
enhanced services, to respond to competitive pressures or to make acquisitions.
Any required additional financing may not be available on terms favorable to us,
or at all. If adequate funds are not available on acceptable terms, we may be
unable to fund our expansion, successfully promote our brand, develop or enhance
services, respond to competitive pressures or take advantage of acquisition
opportunities, any of which could have a material adverse effect on our
business, results of operations and financial condition. If additional funds are
raised by our issuing equity securities, stockholders may experience dilution of
their ownership interest and the newly issued securities may have rights
superior to those of the common stock. If additional funds are raised by our
issuing debt, we may be subject to limitations on our operations, including
limitations on the payment of dividends.
OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
The market price of our common stock has fluctuated in the past and is
likely to continue to be highly volatile and could be subject to wide
fluctuations. In addition, the Nasdaq National Market, where most publicly held
Internet companies are traded, has experienced extreme price and volume
fluctuations. These fluctuations often have been unrelated or disproportionate
to the operating performance of these companies. These broad market and industry
factors may materially adversely affect the market price of our common stock,
regardless of our actual operating performance. In the past, following periods
of volatility in the market price of a company's securities, securities class
action litigation often has been instituted against that company. Litigation
like this, if instituted, could result in substantial costs and a diversion of
management's attention and resources.
8
<PAGE>
FORWARD-LOOKING INFORMATION
This prospectus includes "forward-looking statements" regarding
future events or our future performance within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All
statements other than statements of historical facts included in this
prospectus or incorporated by reference regarding our financial position and
business strategy may constitute forward-looking statements. Although we
believe that the expectations reflected in these forward-looking statements
are reasonable, we can not guarantee that these expectations will prove to be
correct. Important factors that could cause actual results to differ
materially from our expectations are listed in this prospectus, and they
include the forward-looking statements under "Risk Factors." All subsequent
written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by these
statements.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares. All
proceeds will be received by the selling stockholders. See "Selling
Stockholders."
DILUTION
None of the shares offered hereby are being sold by us. Therefore,
there will be no dilution in our net tangible book value per share as a result
of the sale of the shares offered hereby.
PLAN OF DISTRIBUTION
We are registering all 863,210 shares on behalf of the selling
stockholders. We will receive no proceeds from this offering. The selling
stockholders named in the table below, or pledgees, donees, transferees or
other successors-in-interest selling shares received from the selling
stockholders as a gift, partnership distribution or other non-sale related
transfer after the date of this prospectus, may sell the shares from time to
time. The selling stockholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale. The sales
may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The selling
stockholders may effect these transactions by selling the shares to or
through broker-dealers.
The shares may be sold by one or more of, or a combination of, the
following:
- a block trade in which the broker-dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by this
broker-dealer for its account through this prospectus;
- an exchange distribution that complies with the rules of the
exchange;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in the resales.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
these transactions, broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with the selling stockholder.
The selling stockholders also may sell shares short and redeliver the shares to
close out these 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 shares. The broker-dealer may then resell or otherwise
transfer these shares through this prospectus. The selling stockholders each may
also loan or pledge the shares to a broker-dealer. The broker-
9
<PAGE>
dealer may sell the shares so loaned, or upon a default the broker-dealer may
sell the pledged shares by use of this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for whom they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Broker-dealers or agents and any other participating broker-dealers or
the selling stockholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any commission, discount or concession received by them and any
profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because the
selling stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, the selling stockholders will be subject to
the prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale through Rule 144
promulgated under the Securities Act may be sold under Rule 144 rather than
through this prospectus. The selling stockholders have advised us that they have
not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the securities. There is no
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling stockholder.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not engage in market making
activities with respect to our common stock for a period of one business day
before the commencement of this distribution. In addition, the selling
stockholders will be subject to applicable provisions of the Exchange Act and
the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling stockholder. We will make copies of
this prospectus available to the selling stockholders and have informed each of
them of the need for delivery of copies of this prospectus to purchasers at or
before the time of any sale of the shares.
We will file a supplement to this prospectus, if required, under Rule
424(b) under the Securities Act upon being notified by the selling stockholders
that any material arrangement has been entered into with a broker-dealer for the
sale of shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer. This supplement will
disclose:
- the name of the selling stockholders and of the participating
broker-dealer(s);
- the number of shares involved;
- the price at which these shares were sold;
- the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
- that the broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this prospectus; and
- other facts material to the transaction.
In addition, upon being notified by any selling stockholder that a
donee or pledgee intends to sell more than 500 shares, we will file a supplement
to this prospectus.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to their respective sales of the shares. The
selling stockholders may 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
10
<PAGE>
Securities Act. We and the selling stockholders have agreed to indemnify each
other against some liabilities in connection with the offering of the shares,
including liabilities arising under the Securities Act.
DESCRIPTION OF THE SHARES BEING REGISTERED
We issued 860,268 of the shares offered under this prospectus
pursuant to our acquisition of Glowbug.com, Inc. on October 19, 2000 and we
issued 2,942 of the shares offered under this prospectus pursuant to our
acquisition of ExpertCentral.com, Inc. on January 27, 2000. As part of each
acquisition, we undertook a contractual obligation to file a registration
statement covering the resale of the shares issued in such acquisitions
through the filing of a Registration Statement on Form S-3 and related
prospectus with the SEC.
SELLING STOCKHOLDERS
The following table sets forth the names of the selling stockholders and
the number of shares being registered for sale as of the date of the
prospectus. Except as indicated, none of the selling stockholders has had a
material relationship with the Company within the past three years other than
as a result of the ownership of the shares or other of our securities. The
shares offered by this prospectus may be offered from time to time by the
selling stockholders. The percent of beneficial ownership for each
stockholder is based on 19,766,665 shares of common stock outstanding as of
November 10, 2000. An "*" indicates beneficial ownership of less than 1%. All
of the shares offered for sale pursuant to this Registration Statement are
subject to restrictions on transfer and may not be sold, assigned, pledged,
transferred or otherwise disposed of until various dates after the date
hereof, unless our prior consent is first obtained.
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering(1)
Number of Shares Number of Shares --------------------
Beneficially Owned Registered Number of
Name of Selling Stockholder Prior to Offering for Sale Hereby Shares Percent
------------------------------- ------------------ --------------- ---------- --------
<S> <C> <C> <C> <C>
Sam Humphreys 147,619 147,619 0 *
Rod Crosby 130,967 130,967 0 *
Mark Thuesen 134,006 134,006 0 *
Raja Gupta 135,974 135,974 0 *
Jeffrey Greenhouse 133,809 133,809 0 *
R. Randall Onstead 55,959 55,959 0 *
E-Street International AG 39,365 39,365 0 *
Adam T. Szczepanski 19,684 19,684 0 *
Rebecca Nash 13,779 13,779 0 *
Keith B. Willhelm 15,354 15,354 0 *
Charly Garrett 7,874 7,874 0 *
Ronald B. Holsomback 3,839 3,839 0 *
Kurt Schmidt 3,347 3,347 0 *
Francis X. Amsler 1,969 1,969 0 *
Sandra Forehand 1,969 1,969 0 *
William H. Padgett 1,969 1,969 0 *
Mike Lynn 1,083 1,083 0 *
Kristine Brashears 1,083 1,083 0 *
Ziauddin A. Chowdbury 788 788 0 *
Barbara Geraci 788 788 0 *
Enrique Ramirez, Jr 788 788 0 *
Charlton C. Anyagafu 788 788 0 *
Chad W. House 788 788 0 *
Patricia Brannon 788 788 0 *
Jarod Bonine 788 788 0 *
Beata Wysocka 788 788 0 *
Alan C. Baum 788 788 0 *
Debbie A. Hodson 591 591 0 *
R. Randall Onstead, III 2000 Trust 394 394 0 *
Douglas C. Onstead 2000 Trust 394 394 0 *
Roddie Lee Crosby III Trust U/A/DTD 394 394 0 *
01/31/94
0 *
Roddie Lee Crosby III 1991 Family 394 394
Trust U//T/A/DTD 12/17/91
Chantelle Marie Crosby Trust U/A DTD 394 394 0 *
01/31/94
Chantelle Marie Crosby 1991 Family 394 394 0 *
Trust U/T/A DTD 12/17/91
Ana O. Menendez 296 296 0 *
Jennifer Shireman 197 197 0 *
Blair Ellis 79 79 0 *
Tami Goven 2,942 2,942 0 *
</TABLE>
(1) The figures for the number of shares and the percentage of shares
beneficially owned by the selling stockholders after the offering are based on
the assumption that all of the selling stockholders will sell all of the shares
registered for sale hereby. The selling stockholders may offer all, some or none
of the shares pursuant to this prospectus and, to our knowledge, there are
currently no agreements, arrangements or understandings with respect to the sale
of any of the shares. See "Plan of Distribution."
11
<PAGE>
WHERE TO FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0300 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov. Reports, proxy statements and
other information concerning us are also available for inspection at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the common stock offered hereby. This prospectus
does not contain all of the information set forth in the registration statement
and the exhibits and the schedules thereto. For further information with respect
to us and our common stock, reference is made to the registration statement and
exhibits and schedules thereto. Statements contained in this prospectus as to
the contents of any contract or other document referred to are not necessarily
complete, and, with respect to any contract or other document filed as an
exhibit to the registration statement, each such statement is qualified in all
respects by reference to the applicable exhibit. Copies of the registration
statement and the exhibits are on file at the offices of the SEC and may be
obtained upon payment of the prescribed fee or may be examined without charge at
the public reference facilities of the SEC described above.
The SEC allows us to "incorporate by reference" into this prospectus the
documents we file with them, which means that we can disclose important
information to you by referring you to these documents. The information that we
incorporate by reference into this prospectus is considered to be part of this
prospectus. We incorporate by reference into this prospectus the documents
listed below:
- Our Annual Report on Form 10-K for the year ended December 31, 1999,
as filed with the SEC on March 30, 2000, pursuant to Section 13(a) of the
Exchange Act;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, as filed with the SEC on May 15, 2000, our Quarterly Report on Form
10-Q for the quarter ended June 30, 2000, as filed with the SEC on August 11,
2000 and our Quarterly Report on Form 10-Q for the quarter ended September
30, 2000, as filed with the SEC on November 13, 2000.
- Our Registration Statement No. 000-25525 on Form 8-A filed with the
SEC on March 10, 1999, in which there is described the terms, rights and
provisions applicable to our outstanding common stock; and
- Our Current Report on Form 8-K/A filed with the SEC on February
14, 2000, our Current Report on Form 8-K filed with the SEC on April 10,
2000, our Current Report on Form 8-K filed with the SEC on June 21, 2000, and
our current report on Form 8-K filed with the SEC on October 31, 2000,
We will also incorporate by reference each of the following documents that
we will file with the SEC after the date of this prospectus until this offering
is completed or after the date of this initial registration statement before the
effectiveness of the registration statement:
- Reports filed under Sections 13 (a) and (c) of the Exchange Act;
- Definitive proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent stockholders' meeting; and
- Any reports filed under Section 15 (d) of the Exchange Act.
We will provide, without charge, upon written or oral request of any person
to whom a copy of this prospectus is delivered, a copy of any or all of the
foregoing documents and information that has been or may be incorporated by
reference herein (other than exhibits to such documents). Requests for such
documents and information should be directed to the following address:
About.com, Inc.
Attention: Investor Relations
1440 Broadway, 19th Floor
New York, New York 10018
Telephone number (212) 204-4000
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement, if any. We have
authorized no one to
12
<PAGE>
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than on
the front of this document.
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for us by
Brobeck, Phleger & Harrison LLP, New York, New York.
EXPERTS
Our consolidated financial statements appearing in our Annual Report (Form
10-K) for the year ended December 31, 1999 have been audited by KPMG LLP,
independent accountants, as set forth in their report thereon incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
The financial statements of North Sky, Inc., incorporated in this
Registration Statement by reference to our Amendment to Current Report on
Form 8-K/A, dated February 14, 2000, have been audited by Arthur Andersen
LLP, indpendent public accountants, as indicated in their report with respect
thereto and have been incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing.
13
<PAGE>
863,210 SHARES
ABOUT.COM, INC.
COMMON STOCK
PROSPECTUS
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth an estimate of the expenses to be
incurred by the Registrant in connection with the issuance and distribution of
the securities being registered:
<TABLE>
<CAPTION>
Amount to
Be Paid
---------
<S> <C>
Registration Fee - SEC...................................... $ 5,705
Legal Fees and Expenses..................................... 5,000
Accounting Fees and Expenses................................ 7,500
Miscellaneous............................................... 1,000
-------
Total....................................................... $19,205
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933.
Article VIII of the Registrant's Amended and Restated Bylaws provides for
mandatory indemnification of its directors and officers and permissible
indemnification of employees and other agents to the maximum extent permitted by
the Delaware General Corporation Law. The Registrant's Second Amended and
Restated Certificate of Incorporation provides that, subject to Delaware law,
its directors shall not be personally liable for monetary damages for breach of
the directors' fiduciary duty as directors to the Registrant and its
stockholders. This provision in the Second Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant or its stockholders for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or environmental laws. The Registrant intends to enter
into indemnification agreements with its officers and directors, which will
provide the Registrant's officers and directors with further indemnification to
the maximum extent permitted by the Delaware General Corporation Law. The
Registrant maintains directors' and officers' liability insurance policies
insuring the Registrant's directors and officers against certain liabilities and
expenses incurred by them in their capacities as such, and insuring the
Registrant under certain circumstances, in the event that indemnification
payments are made by the Registrant to such directors and officers.
ITEM 16. EXHIBITS
The following is a list of Exhibits filed as part of the Registration
Statement:
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Brobeck, Phleger & Harrison LLP (included in
Exhibit 5.1).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that
II-1
<PAGE>
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section
do not apply if the registration statement is on Form S-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed a new registration statement relating to
the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on December 21, 2000.
ABOUT.COM, INC.
By: /s/ Scott P. Kurnit
-------------------------------------------
Scott P. Kurnit
Chief Executive Officer and Chairman
of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities indicated on December 21, 2000.
<TABLE>
<S> <C> <C>
By: /s/ SCOTT P. KURNIT December 21, 2000
---------------------------
Scott P. Kurnit Chief Executive Officer and Chairman of
the Board of Directors
(Principal Executive Officer)
By: /s/ TODD B. SLOAN December 21, 2000
---------------------------
Todd B. Sloan Chief Financial Officer
(Principal Financial and Accounting Officer)
By: /s/ FRANK J. BIONDI December 21, 2000
---------------------------
Frank J. Biondi Director
By: December 21, 2000
---------------------------
Stanley Fung Director
By: /s/ DAPHNE KIS December 21, 2000
---------------------------
Daphne Kis Director
By: /s/ RONALD UNTERMAN December 21, 2000
---------------------------
Ronald Unterman Director
By: /s/ KRISTOPHER A. WOOD December 21, 2000
---------------------------
Kristopher A. Wood Director
</TABLE>
II-3
