<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
REGISTRATION NO. 333-O
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEARME
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3217317
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
685 CLYDE AVE.
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 429-3900
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LINDA R. PALMOR
CHIEF FINANCIAL OFFICER
HEARME
685 CLYDE AVE.
MOUNTAIN VIEW, CALIFORNIA 94043
650-429-3900
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
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COPIES TO:
JEFFREY Y. SUTO
RICHARD CHISHOLM
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CA 94025
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE
DATE OF THIS REGISTRATION STATEMENT UNTIL APRIL 3, 2001
OR UNTIL SUCH EARLIER TIME THAT ALL OF THE SHARES
REGISTERED HEREUNDER HAVE BEEN SOLD.
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If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
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. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================== =================== ===================== =================== ===============
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE SHARE(2) OFFERING PRICE(2) REGISTRATION
REGISTERED(1) FEE
- ------------------------------------------- ------------------- --------------------- ------------------- ---------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.00005 per 4,532,544 shares $7.44 $33,722,127.36 $9,000
share......
=========================================== =================== ===================== =================== ===============
</TABLE>
(1) The shares of common stock set forth in the Calculation of Registration Fee
Table, and which may be offered pursuant to this Registration Statement,
includes, pursuant to Rule 416 of the Securities Act of 1933, as amended,
such additional number of shares of the Registrant's common stock that may
become issuable as a result of any stock splits, stock dividends or similar
event.
(2) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for the
Company's common stock as reported on the Nasdaq National Market on April
28, 2000 in accordance with Rule 457 under the Securities Act of 1933.
---------------------------------------------------
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 SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS SUBJECT TO COMPLETION, DATED MAY 5, 2000
HEARME
4,532,544 SHARES OF COMMON STOCK
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK.
YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" REFERENCED ON PAGE 6 IN
DETERMINING WHETHER TO PURCHASE THE HEARME COMMON STOCK.
-------------------------
These shares of common stock are being offered by certain selling
stockholders, identified in this prospectus. We issued the shares to the selling
stockholders in connection with the acquisition of AudioTalk Networks, Inc. in
April 2000. The selling stockholders may sell these shares from time to time on
the over-the-counter market in regular brokerage transactions, in transactions
directly with market makers or in certain privately negotiated transactions. For
additional information on the methods of sale, you should refer to the section
entitled "Plan of Distribution" on page 13. We will not receive any portion of
the proceeds from the sale of these shares.
Each of the selling stockholders may be deemed to be an "Underwriter,"
as such term is defined in the Securities Act of 1933, as amended.
HearMe's common stock is quoted on the Nasdaq National Market under the
symbol "HEAR."
On May 4, 2000, the last sale price of the common stock on the Nasdaq
National Market was $8.0625 per share.
<TABLE>
<CAPTION>
==================================================================================================================
UNDERWRITING
DISCOUNTS AND PROCEEDS TO
PRICE TO PUBLIC COMMISSIONS SELLING STOCKHOLDERS
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share.......................
Total........................... See Text Above See Text Above See Text Above
==================================================================================================================
</TABLE>
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is May , 2000
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<PAGE>
TABLE OF CONTENTS
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PAGE
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ADDITIONAL INFORMATION AVAILABLE TO YOU........................................3
INFORMATION INCORPORATED BY REFERENCE..........................................4
THE COMPANY....................................................................5
RISK FACTORS...................................................................6
USE OF PROCEEDS...............................................................13
ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS..............................13
PLAN OF DISTRIBUTION..........................................................13
SELLING STOCKHOLDERS..........................................................15
LEGAL MATTERS.................................................................17
EXPERTS.......................................................................17
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<PAGE>
We have not authorized any dealer, salesperson or other person to give
any information or represent anything not contained in this prospectus. You
should not rely on any unauthorized information. This prospectus does not offer
to sell or buy any shares in any jurisdiction in which it is unlawful. The
information in this prospectus is current as of the date on the cover.
ADDITIONAL INFORMATION AVAILABLE TO YOU
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission. Certain information in the
Registration Statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file the annual, quarterly and special reports, proxy
statements and other information with the SEC. You can inspect and copy the
Registration Statement as well as reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549, and at the following
Regional Offices of the SEC: Seven World Trade Center, New York, New York 10048,
and Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
You can obtain copies from the public reference room of the SEC at 450 Fifth
Street, NW, Washington, D.C. 20549 upon payment of certain fees. You can call
the SEC at 1-800-732-0330 for further information about the public reference
room. We are also required to file electronic versions of these documents with
the SEC, which may be accessed through the SEC's World Wide Web site at
http://www.sec.gov. Our common stock is quoted on The Nasdaq National Market.
Reports, proxy and information statements and other information concerning
HearMe may be inspected at The Nasdaq Stock Market at 1735 K Street, NW,
Washington, D.C. 20006.
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<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this prospectus, which means that information
included in these documents is considered part of this prospectus. Information
that we file with the SEC subsequent to the date of this prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until the selling stockholders have sold all the shares.
The following documents filed with the SEC are incorporated by
reference in this prospectus:
1. Our Annual Report on Form 10-K for the year ended December 31, 1999
dated March 30, 2000.
2. Our definitive Proxy Statement dated April 14, 2000, filed in
connection with our May 18, 2000 Annual Meeting of Stockholders.
3. Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
4. Our Current Reports on Form 8-K, filed with the SEC on October 22,
1999 (as amended on November 16, 1999 and December 22, 1999), January
21, 2000, April 18, 2000 and May 5, 2000.
5. The description of our common stock set forth in our Registration
Statement on Form 8-A, filed with the SEC on February 17, 1999.
We will furnish without charge to you, on written or oral request, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents. You should direct any requests for documents to
Investor Relations, 685 Clyde Avenue, Mountain View, CA 94043 and the telephone
number is (650) 429-3900.
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THE COMPANY
HearMe ("the Company") develops, operates and licenses technology that
is reshaping today's Internet applications into experiences through which people
can interact, connect and communicate using text, voice and video. Our
technology is enabling Web experiences through which people can gather to share
information, affinities, interests or ideas in "real-time"--in other words, the
communication, activity and related responses shared among users occurs almost
immediately and "live." These activities can involve people interacting
one-to-one or in large groups.
Our company develops and operates an Internet platform that allows
HearMe and its customers to build and deploy real-time Web experiences,
including those centered on voice. We license these technologies to other Web
businesses through a robust product line that offers a wide variety of
development and hosting options. These range from complex, large-scale
solutions, which we license to our corporate customers, to simple, free starter
products. In addition, we offer a variety of end-user products including Web
communications tools and two voice-enabled consumer sites or "communities."
HearMe believes that the immediate opportunity driving real-time
interaction online is live voice-interaction between people using a computer
microphone and speakers or a headset. Using live voice on the Internet, users
can use their own voices and other forms of sound to communicate, collaborate
and build community through a variety of activities based around sharing
information, communicating with business representatives and sales people,
conveying ideas, performing, meeting people and building relationships.
HearMe was incorporated in Delaware under the name Amber Software, Inc.
and commenced operations in January 1995. The Company changed its name to Mpath
Interactive, Inc. in April 1995 and to HearMe in September 1999. The Company's
principal executive offices are located at 685 Clyde Avenue, Mountain View, CA
94043 and its telephone number is (650) 429-3900. As used in this prospectus,
the "Company" refers to HearMe, a Delaware corporation, and its wholly owned
subsidiaries.
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RISK FACTORS
WE HAVE A LIMITED OPERATING HISTORY MAKING IT DIFFICULT OR IMPOSSIBLE
FOR US TO PREDICT FUTURE RESULTS OF OPERATIONS.
We were founded in January 1995 and have a limited operating history.
Due to our limited operating history, it is difficult or impossible for us to
predict future results or operations. As a result, you should not expect future
revenue growth to be comparable to our recent revenue growth. We believe that
comparing different periods of our operating results is not meaningful, as you
should not rely on the results for any period as an indication of our future
performance. We did not begin generating advertising or licensing revenues until
October 1996. Some of the risks and difficulties that we face as an early stage
company in a new and rapidly evolving market include our:
o ability to maintain and to increase levels of traffic on our Live
Communities;
o ability to increase demand for our products and services; and
o ability to develop and extend the HEARME, HEARME.COM AND MPLAYER.COM
brands.
We have had substantial losses since our inception and our operating
losses may increase in the future. Accordingly, we cannot assure you that we
will ever become or remain profitable.
WE HAVE HAD AN ACCUMULATED DEFICIT OF $78.1 MILLION AS OF DECEMBER 31,
1999 AND OUR HISTORY OF LOSSES MAY CONTINUE IN THE FUTURE.
We have had substantial losses since our inception and our operating
losses may increase in the future. If our revenues fail to grow at anticipated
rates, our operating expenses increase without a commensurate increase in our
revenues or we fail to adjust operating expense levels, accordingly, our
business, results of operations and financial condition will be adversely
affected. As of December 31, 1999, we had an accumulated deficit of $78.1
million.
We have not yet become profitable on a quarterly or annual basis and we
anticipate that we will continue to incur net losses for the foreseeable future.
The extent of these losses will be contingent, in part, on the amount of growth
in our revenues from advertising, licensing and commerce. We expect our
operating expenses to increase significantly, especially in the areas of
engineering, sales and marketing and brand promotion and, as a result, we will
need to generate increased quarterly revenues to become profitable. Accordingly,
we cannot assure you that we will ever become or remain profitable.
OUR HEARME TECHNOLOGY PRODUCTS REVENUES HAVE ACCOUNTED FOR A
SIGNIFICANT PORTION OF OUR REVENUES TO DATE.
Historically, we have received most of our HearMe Technology Products
revenues from a limited number of sales and license agreements. Therefore, any
downturn in the business of these customers or potential customers could have a
material adverse effect on our revenues and quarterly results of operations. We
believe that a customer's decision to license our technology is relatively
discretionary and, for large-scale users, often involves a significant long-term
commitment of resources. As of December 31, 1999, we had eighteen HearMe
Technology Products customers.
Our HearMe Technology Products customers often take a long time to
evaluate our products and services and many people are involved in the sales
process. The long sales and implementation cycles for
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our products and services and the timing of these sales may cause license and
service revenues and operating results to vary significantly from period to
period. We spend a lot of time educating and providing information to our
prospective customers regarding the use and benefits of our products and
services. Even after deciding to license our products, our customers tend to
deploy our products slowly and deliberately depending on the expertise of the
customer, the size of deployment, the complexity of the customer's system
architecture, the quantity of hardware involved and the degree of hardware and
software configuration necessary to deploy our products.
WE DERIVE A SIGNIFICANT PORTION OF OUR REVENUES FROM THE SALE OF
ADVERTISING AND INTEND TO CONTINUE TO DO SO IN THE FUTURE, AND WE ARE SUBJECT TO
THE RISK THAT THE WEB DOES NOT CONTINUE ITS DEVELOPMENT AS AN EFFECTIVE
ADVERTISING MEDIUM.
We have derived a significant portion of our revenues to date from the
sale of advertisements and intend to continue to do so in the future. If
customers cancel or defer existing advertising or commerce contracts or if we
fail to obtain new contracts in any quarter, our business, results of operations
and financial condition for that quarter and future periods will be adversely
affected. A significant number of these advertising sales are made under
short-term contracts that average two to three months in length. Consequently,
many of our advertising customers can cease advertising on our Web site quickly
and without penalty. As a result, our quarterly revenues and operating results
depend heavily on advertising revenues from contracts entered into within the
quarter and on our ability to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall.
Furthermore, our advertising revenues are based in part on the amount
of traffic on MPLAYER.COM and HEARME.COM. Accordingly, if the amount of traffic
on our Live Communities falls below our expectations or those of existing or
potential advertisers, we may lose advertising customers. In addition,
substantially all of our advertising contracts require us to guarantee a minimum
number of impressions. In the event that we fail to deliver the minimum number
of impressions, we could be required to provide credit for additional
impressions and we may have to reduce advertising rates in order to maintain
existing advertisers and attract new advertisers.
WE RELY ON ADVERTISING REVENUE, AND WE ARE SUBJECT TO THE RISK THAT THE
WEB DOES NOT CONTINUE ITS DEVELOPMENT AS AN EFFECTIVE ADVERTISING MEDIUM.
We have derived a significant portion of our revenue to date from the
sale of advertisements and intend to continue to do so in the future. If the Web
does not continue its development as an effective advertising medium, this could
have a material adverse effect on our business, financial condition and results
of operations. Intense competition in the sale of advertising on the Web has
resulted in a wide variety of pricing models, rate quotes and advertising
services, making it difficult to project future levels of advertising revenues
and rates. It is also difficult to predict which pricing models, if any, will
achieve broad acceptance among advertisers. Our strategy is to continue to
emphasize advertising as a method of generating revenues. Our current business
model is therefore highly dependent on the amount of traffic on our Web site.
This type of business model, however, is relatively unproven. The Internet as an
advertising medium has not been available for a sufficient period of time to
gauge our effectiveness as compared with traditional advertising media. Many of
our advertisers have only limited experience with the Web as an advertising
medium, have not yet devoted a significant portion of their advertising budgets
to Web-based advertising and may not find such advertising to be effective for
promoting their products and services relative to traditional print and
broadcast media. To date, advertising on the Web represented a nominal portion
of overall advertising revenues in the United States. Our ability to generate
significant advertising revenues will also depend on, among other things, our
ability to provide advertisers with a large base of users possessing demographic
characteristics attractive to advertisers as well as our ability to develop or
acquire effective advertising delivery and measurement systems. The
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process of managing advertising within large, high-traffic Web sites such as
ours is an increasingly important and complex task. Any extended failure of, or
material difficulties encountered in connection with, our advertising management
system may expose us to "make good" obligations with our advertisers, which, by
decreasing saleable advertising inventory would reduce revenues and have a
material adverse effect on our business, results of operations and financial
condition.
We license our advertising sales and management system from DoubleClick
Inc. Any replacement of this system could disrupt our ability to manage our
advertising operations for a period of time. In addition, to the extent that we
encounter system failures or material difficulties in the operation of this
system, we could be unable to deliver banner advertisements and sponsorships
through our Web site.
YOU SHOULD NOT RELY ON OUR QUARTERLY OPERATING RESULTS AS AN INDICATE
OF OUR FUTURE PERFORMANCE BECAUSE OUR RESULTS OF OPERATIONS ARE SUBJECT TO
SIGNIFICANT FLUCTUATIONS.
Our quarterly operating results may fluctuate significantly in the
future as a result of a variety of factors, many of which are outside of our
control. These fluctuations make it difficult to predict our financial
performance and may adversely affect the trading price of our common stock.
These factors include:
o demand for and market acceptance of our products and services and
Web-based advertising;
o budgeting cycles of advertisers;
o amount and timing of capital expenditures by our customers and other
costs relating to the expansion of our operations and future
acquisitions;
o engineering or development fees that we may pay for new Web site
development and publishing tools; and
o general economic conditions.
As a strategic response to changes in the competitive environment, we
may from time to time make certain pricing, service or marketing decisions or
business combinations that could have a material adverse effect on our business,
results of operations and financial condition. In order to accelerate the
promotion of the HEARME, HEARME.COM and MPLAYER.COM brands, we intend to
significantly increase our marketing budget. Such an increase in marketing
expenditures may adversely affect our results of operations for a number of
quarterly periods.
Due to our relatively short operating history, we have limited
meaningful historical financial data upon which to base our planned operating
expenses. Accordingly, our expense levels are based in part on our expectations
as to future revenues from advertising, software licensing fees, commerce
revenue-sharing arrangements and our anticipated growth in memberships and to a
large extent are fixed. We cannot be certain that we will be able to accurately
predict our revenues, particularly in light of the intense competition for the
sale of Web-based advertisements, revenue-sharing opportunities and new members,
our limited operating history and the uncertainty as to the broad acceptance of
the Web as an advertising and commerce medium.
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WE DEPEND HEAVILY ON OUR STRATEGIC PARTNERS AND OUR BUSINESS WILL BE
MATERIALLY AFFECTED IF ANY STRATEGIC PARTNER DISCONTINUES ITS RELATIONSHIP FOR
ANY REASON.
Although we view our strategic relationships with media, Internet and
technology companies as a key factor in our overall business strategy, we cannot
be certain that we will be successful in developing new strategic relationships
or that our strategic partners will view such relationships as significant to
their own business or that they will continue their commitment to us in the
future. Our business, results of operations and financial condition and our
stock price may be materially adversely affected if any strategic partner
discontinues its relationship with us for any reason. Additionally, any party to
a strategic agreement with us may fail to perform its contractual obligations
and we cannot be certain that we could enforce any such agreement. We do not
generally establish minimum performance requirements for our strategic partners
but instead rely on their voluntary efforts. In addition, most of these
agreements may be terminated by either party with little notice. Therefore, we
cannot be certain that these relationships will be successful.
ANY ACQUISITIONS WE MAKE COULD RESULT IN DILUTION, UNFAVORABLE
ACCOUNTING CHARGES AND DIFFICULTIES IN MANAGING SUCCESSFULLY OUR BUSINESS.
As part of our business strategy, we review acquisition prospects that
would complement our existing business or enhance our technological
capabilities. We have engaged in acquisitions in the past and expect to continue
to do so in the future. Future acquisitions by us could result in potentially
dilutive issuances of equity securities, large and immediate write-offs, the
incurrence of debt and contingent liabilities or amortization expenses related
to goodwill and other intangible assets, any of which could materially and
adversely affect our results of operations. Furthermore, acquisitions entail
numerous risks and uncertainties, including:
o difficulties in the assimilation of operations, personnel,
technologies, products and the information systems of the acquired
companies;
o diversion of management's attention from other business concerns;
o risks of entering geographic and business markets in which we have no
or limited prior experience and
o potential loss of key employees and customers of acquired
organizations.
Other risks associated with acquisitions include those relating to the
correct assessment of the relative percentages of in-process research and
development expense which can be immediately written off as compared to the
amount which must be amortized over the appropriate life of the asset, the
failure to successfully develop and integrate acquired in-process technology
resulting in the impairment of amounts capitalized as intangible assets,
unanticipated expenses related to technology integration and the maintenance of
uniform standards, controls, procedures and policies. The Company may not be
successful in addressing these risks or any other problems encountered with such
acquisitions.
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WE DEPEND ON ACCESS TO COMMERCIAL CONTENT AND MUST PAY FOR THAT ACCESS
Our future success depends in large part upon our ability to aggregate
and deliver compelling content over the Internet. If we fail to aggregate and
deliver compelling third-party content to our users, Web traffic to our site
might decrease and, as a result, advertising revenue might decrease. This could
have a material adverse effect on our business, results of operations and
financial condition. Although we create some of our own content such as poker
and chess, we also rely on third-party content providers, such as game
developers, for entertaining content. Our ability to aggregate and deliver
compelling content provided by third parties may be adversely impacted by a
number of factors, including the following:
o third-parties may increase the price of the content they provide,
o many of our third-party content providers compete with us for members
and advertising and may decide not to provide us with content,
o our contracts with third-party content providers are usually
short-term and may be canceled if we do not fulfill our obligations
and
o our competitors and many of our third-party content providers provide
content that is similar or the same as our content and may do so at a
lower cost.
SYSTEM FAILURE MAY CAUSE INTERRUPTION OF OUR SERVICES, WHICH COULD
IMPAIR OUR ADVERTISING REVENUES, OUR REPUTATION AND THE ATTRACTIVENESS OF OUR
BRAND NAME.
The performance of our server and networking hardware and software
infrastructure is critical to our business and reputation and our ability to
attract Web users, advertisers, new members, technology partners and commerce
partners to use our Company's Websites and hosting services. If system failures
were sustained or repeated, our advertising and hosting revenues, our reputation
and the attractiveness of our brand name could be impaired. Because we have
incorporated third-party software into our systems and we depend upon Internet
service providers to provide consumers with access to our products and services,
we are limited in our ability to prevent system failures. We have sustained
system failures for significant periods of time and may experience similar
failures in the future. Users have also occasionally experienced difficulties
due to system failures unrelated to our systems. These system failures caused an
interruption in our Live Community services resulting in less traffic.
WE MAY NOT BE ABLE TO PROTECT AGAINST OR RESPOND IN AN APPROPRIATE
MANNER TO UNAUTHORIZED ACCESS, COMPUTER VIRUSES AND OTHER DISRUPTION PROBLEMS
Despite the implementation of security measures, our networks may be
vulnerable to unauthorized and illegal access, computer viruses and other
disruptive problems. Eliminating computer viruses and alleviating other security
problems may require interruptions, delays or cessation of service to users
accessing our Web sites, which could have a material adverse effect on our
business, results of operations and financial condition. A party who is able to
circumvent security measures could misappropriate proprietary information or
cause interruptions in our Internet operations. Internet service providers and
online service providers have in the past experienced and may in the future
experience, interruptions in service as a result of the accidental or
intentional actions of Internet users, current and former employees or others.
We may be required to expend significant capital or other resources to protect
against the threat of security breaches or to alleviate problems caused by
breaches. Although we intend to continue to implement industry-standard security
measures, we cannot be certain that measures implemented by us will not be
circumvented in the future.
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OUR PRODUCTS ARE NEW AND FACE RAPID TECHNOLOGICAL CHANGES, AND IF WE DO
NOT RESPOND APPROPRIATELY, WE WOULD BE ADVERSELY AFFECTED
Our future success depends upon our ability to enhance our current
products and services and to develop and introduce new products and services
that will achieve market acceptance. If we do not adequately respond to the need
to develop and introduce new products or services, then our business, operating
results and financial condition will be adversely affected.
The market for our products is characterized by:
o rapid technological advances,
o evolving standards in the Internet, communications and software
markets,
o changes in customer requirements and
o frequent new product and service introductions and enhancements.
We cannot be certain that we will be successful at integrating new
technology into the Live Communities and our HearMe Technology Products on a
timely basis. In addition, the integration of new technology may degrade the
responsiveness and speed of the Live Communities and our HearMe Technology
Products and we cannot be certain that, once integrated, the new technology will
function as expected. Major product enhancements and new products and services
often require long development and testing periods to achieve market acceptance.
In addition, our software products are complex and, despite vigorous testing and
quality control procedures, may contain undetected errors or "bugs" when first
introduced or updated. Any inability to timely deliver quality products and
services could have a material adverse effect on our business, results of
operations and financial condition.
WE WILL INCREASINGLY DEPEND ON OTHERS TO PROPERLY DISTRIBUTE OUR HEARME
TECHNOLOGY PRODUCTS AND SERVICES.
We currently sell the vast majority of our HearMe Technology Products
and services through our internal sales staff. If demand for our products and
services increases, however, we will need to enter into reseller arrangements
with Web development firms, enterprise applications resellers and OEM partners
to distribute our products and technologies. If we do not adequately develop and
maintain a network of resellers and OEMs, our business, results of operations
and financial condition could be adversely impacted. Resellers and OEMs
frequently have exclusive sales territories pursuant to individually negotiated
contracts, which may limit our ability to build and expand our network of
resellers and OEMs. In addition, some resellers and OEMs may offer products of
one or more of our competitors and they may emphasize our competitors' products
at the expense of our products.
INSIDERS WILL CONTINUE TO HAVE SUBSTANTIAL CONTROL OVER HEARME AFTER
THE OFFERING THAT COULD DELAY OR PREVENT A CHANGE IN OUR CORPORATE CONTROL
After completion of this offering, our executive officers and directors
and their affiliates beneficially own approximately 20% of the shares of common
stock. As a result, our officers, directors and their affiliates will have the
ability to influence the election of our Board of Directors and the outcome of
corporate actions requiring stockholder approval. Such concentration of
ownership may have the effect of delaying or preventing a change in our
corporate control.
-11-
<PAGE>
SOME OF THE PROVISIONS OF OUR CHARTER DOCUMENTS MAY HAVE ANTI-TAKEOVER
EFFECTS THAT COULD PREVENT A CHANGE IN OUR CONTROL
Some of the provisions of our Amended and Restated Certificate of
Incorporation and bylaws could make it more difficult for a third party to
acquire us, even if a change of control would be beneficial to our stockholders.
-12-
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus (the "Shares") are solely for the account of the selling
stockholders. Accordingly, the Company will not receive any proceeds from the
sale of the Shares from the selling stockholders.
ISSUANCE OF COMMON STOCK TO STOCKHOLDERS
The Company issued an aggregate of 4,520,327 shares of common stock to
the stockholders of AudioTalk Networks, Inc. ("AudioTalk"), 285,384 shares of
common stock in the form of assuming outstanding AudioTalk options and 12,217
shares issued upon the exercise of options since April 3, 2000 pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") among the Company, AT
Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of
the Company (the "Sub"), and AudioTalk. Under the terms of the Merger Agreement,
Sub merged into AudioTalk and AudioTalk became a wholly-owned subsidiary of the
Company (the "Merger").
PLAN OF DISTRIBUTION
Shares of common stock covered hereby may be offered and sold from time
to time by the selling stockholders. The selling stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The selling stockholders may sell the Shares being
offered hereby: (i) on The Nasdaq National Market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price; or
(ii) in private sales at negotiated prices directly or through a broker or
brokers, who may act as agent or as principal or by a combination of such
methods of sale. The selling stockholders and any underwriter, dealer or agent
who participate in the distribution of such shares may be deemed to be
"underwriters" under the Securities Act, and any discount, commission or
concession received by such persons might be deemed to be an underwriting
discount or commission under the Securities Act. The Company has agreed to
indemnify the selling stockholders against certain liabilities arising under the
Securities Act.
Any broker-dealer participating in such transactions as agent may
receive commissions from the selling stockholders (and, if acting as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the selling stockholders. Broker-dealers may
agree with the selling stockholders to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer commitment to
the selling stockholders. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions or by a
combination of such methods of sale or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive from the purchasers of such shares commissions computed as
described above.
The Company has advised the selling stockholders that 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. The selling stockholders have advised the Company that during such
time as the selling stockholders may be engaged in the attempt to sell shares
registered hereunder, they will: (i) not engage in any stabilization activity in
connection with any of the Company's securities; (ii) not bid for or purchase
any of the Company's securities or any rights to acquire the Company's
securities, or attempt to induce any person to purchase any of the Company's
securities or rights to acquire the Company's securities other than as permitted
under the Exchange Act; (iii) not effect any sale or distribution of the
-13-
<PAGE>
Shares until after the prospectus shall have been appropriately amended or
supplemented, if required, to set forth the terms thereof; and (iv) effect all
sales of Shares in broker's transactions through broker-dealers acting as
agents, in transactions directly with market makers, or in privately negotiated
transaction where no broker or other third party (other than the purchaser) is
involved.
The selling stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act if
any such broker-dealers purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, the Company's common stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states, the common stock may not be sold unless such shares 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.
We have advised the Selling Stockholders that the anti-manipulation
rules under Regulation M of the Exchange Act may apply to sales of the Shares in
the market. The Selling Stockholders may also be subject to trading windows
imposed by the Company.
The Company has agreed to use its best efforts to maintain the
effectiveness of this Registration Statement with respect to the shares of
common stock offered hereunder by the selling stockholders until the earlier of
the sale of such shares or April 3, 2001. No sales may be made pursuant to this
prospectus after such date unless the Company amends or supplements this
prospectus to indicate that it has agreed to extend such period of
effectiveness. There can be no assurance that the selling stockholders will sell
all or any of the shares of common stock offered hereunder.
-14-
<PAGE>
SELLING STOCKHOLDERS
All of the Common Shares registered for sale pursuant to this
Prospectus will be owned immediately after registration by the Selling
Stockholders as the former stockholders of AudioTalk and all of the shares
offered by the Selling Stockholders were acquired in connection with the Merger.
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's common stock as of April
26, 2000 by each selling shareholder. The following table assumes that the
selling stockholders sell all of the Shares. The Company is unable to determine
the exact number of Shares that actually will be sold.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES AFTER THE OFFERING(1)
--------------------- OFFERED BY ---------------------
SELLING STOCKHOLDERS SHARES PERCENT(2) THIS PROSPECTUS SHARES PERCENT(2)
- --------------------- ------ ------- --------------- ------ -------
<S> <C> <C> <C> <C> <C>
Paul Bock 7,315 * 7,315 0 *
Kevin L. Cheek 11,704 * 11,704 0 *
James Chu 11,704 * 11,704 0 *
John Chu 17,556 * 17,556 0 *
Corey Gates(3) 314,266 1.1% 314,266 0 *
CTI Limited 957,832 3.3% 957,832 0 *
Devadas Varma, Trustee of the
Varma Family Trust under Agr.
Dated November 20, 1998 43,890 * 43,890 0 *
Virgil Dobjanschi 328,896 1.1% 328,896
Frank Chu (4) 526,231 1.8% 526,231 0 *
Gene Choy (5) 70,847 * 70,847 0 *
Barjinderpal S. Gill 58,520 * 58,520 0 *
Weibing Hung 7,315 * 7,315 0 *
Katherine Kwan 87,767 * 87,767 0 *
Shi-Wei Chu and Sho-Mei Chu 29,260 * 29,260 0 *
Douglas W. Tsui 171,168 * 171,168 0 *
Ho Man-Ling 73,150 * 73,150 0 *
Rong Kuo Wei 43,890 * 43,890 0 *
WQ Investments LLC 14,630 * 14,630 0 *
Angel (Q) Investors II, L.P. 156,775 * 156,775 0 *
BelAir Internet Partners 31,355 * 31,355 0 *
Jerry Chen 62,710 * 62,710 0 *
Chiu Living Trust dtd 12-2/86 9,406 * 9,406 0 *
Chiu Living Trust dtd 12-2-87 9,406 * 9,406 0 *
Craig and Suzanne McHugh 31,355 * 31,355 0 *
David C. Weng and Jessie F. Weng
Living Trust dtd 6/14/96 31,355 * 31,355 0 *
Evoke Incorporated 313,551 1.1% 313,551 0 *
Avraham Freedman 15,677 * 15,677 0 *
Tony Huang 7,838 * 7,838 0 *
Julia Yeh & Chin Cho Lee JT WROS 31,355 * 31,355 0 *
Mark Kaleem 31,355 * 31,355 0 *
Warren Kaplan 31,355 * 31,355 0 *
</TABLE>
-15-
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES AFTER THE OFFERING(1)
--------------------- OFFERED BY ---------------------
SELLING STOCKHOLDERS SHARES PERCENT(2) THIS PROSPECTUS SHARES PERCENT(2)
- --------------------- ------ ------- --------------- ------ -------
<S> <C> <C> <C> <C> <C>
Mark M. Lee 6,271 * 6,271 0 *
Leow, M.D., F.R.C.S. Chon Kar 313,551 1.1% 313,551 0 *
1999 Mannan H. and Margaret A.
Latif Revocable Trust 15,677 * 15,677 0 *
Pacific Line Investment, Ltd. 31,355 * 31,355 0 *
The Lo Family Trust dtd 11-22-99 7,838 * 7,838 0 *
Erika Rottenberg 4,703 * 4,703 0 *
Sibayan and Associates 31,355 * 31,355 0 *
Paul Steiner 7,838 * 7,838 0 *
Roger R. Su 7,838 * 7,838 0 *
The Au Revocabe Trust dtd 9-8-99 31,355 * 31,355 0 *
Kwok Lung Matthew Tong 62,710 * 62,710 0 *
Luen Wuu Wey 25,084 * 25,084 0 *
Eddie Brayman 16,299 * 16,299 0 *
Scott Brear 13,582 * 13,582 0 *
Chuck Chan 13,582 * 13,582 0 *
Bing Chen 8,149 * 8,149 0 *
Michael Chiu 8,149 * 8,149 0 *
Kingston Choy 13,582 * 13,582 0 *
Herb Dessling 717 * 717 0 8
Aruna Erra 8,149 * 8,149 0 *
Dennis Fernandez 5,975 * 5,975 0 *
Anthony Hayter 8,149 * 8,149 0 *
Charles Herrera 21,732 * 21,732 0 *
Mike Hewitt 62,480 * 62,480 0 *
Joseph Ng and Mo-Lan Chan as JT 2,797 * 2,797 0 *
Peng Kiat Phneah 2,987 * 2,987 0 *
Naia Kuhn 2,538 * 2,538 0 *
Bruce Kwan 19,015 * 19,015 0 *
Lawrence Kwan 2,172 * 2,172 0 *
C. Hock Leow 19,015 * 19,015 0 *
Sohail Mallick 1,628 * 1,628 0 *
Diana Medina 8,149 * 8,149 0 *
Lily Miao 9,507 * 9,507 0 *
Mathew Mickllin 13,582 * 13,582 0 *
Shane Moore 2,716 * 2,716 0 *
Shelley Prill 10,865 * 10,865 0 *
RFWK Distribution Partners 3,803 * 3,803 0 *
Tim Riley 54,330 * 54,330 0 *
David Roberts 15,756 * 15,756 0 *
Bren Smith 12,224 * 12,224 0 *
William Tai 9,507 * 9,507 0 *
Ketan Tantod 4,074 * 4,074 0 *
</TABLE>
-16-
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING SHARES AFTER THE OFFERING(1)
--------------------- OFFERED BY ---------------------
SELLING STOCKHOLDERS SHARES PERCENT(2) THIS PROSPECTUS SHARES PERCENT(2)
- --------------------- ------ ------- --------------- ------ -------
<S> <C> <C> <C> <C> <C>
Kulin Tantod 19,015 * 19,015 0 *
Michelle Varno 13,582 * 13,582 0 *
Michael Wehle 20,374 * 20,374 0 *
Dan Wright 15,280 * 15,280 0 *
Kyle Yoshida 4,074 * 4,074 0 *
</TABLE>
- -----------------
* Less than 1%.
(1) Assumes that each Selling Shareholder will sell all of the Shares set
forth under "Shares Offered." There can be no assurance that the
Selling Stockholders will sell all or any of the Shares offered
hereunder.
(2) Based on 28,757,571 shares outstanding at April 26, 2000.
(3) Includes 14,630 shares held by Mr. Gates and his wife.
(4) Includes 74,197 shares held by Mr. Chu and his wife and 4,346 shares
held in trust for Mr. Chu's children.
(5) Includes 29,260 shares held by Mr. Choy and his wife.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon by Venture Law Group, A Professional Corporation, Menlo Park,
California, counsel to the Company. Employees of Venture Law Group own 11,430
shares of Common Stock.
EXPERTS
The consolidated financial statements incorporated by reference to the
Annual Report on Form 10-K for the year ended December 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-17-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant will bear no expenses in connection with any sale or
other distribution by the selling stockholders of the shares being registered
other than the expenses of preparation and distribution of this Registration
Statement and the prospectus included in this Registration Statement. Such
expenses are set forth in the following table. All of the amounts shown are
estimates except the Securities and Exchange Commission ("SEC") registration fee
and the NASD listing fee.
SEC registration fee $ 9,000
Legal fees and expenses $15,000
Accounting fees and expenses $ 2,000
NASD listing fee $17,500
Miscellaneous expenses $ 5,000
Total $48,500
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, indemnity to directors
and officers in terms sufficiently broad to permit indemnification under
specific circumstances for liabilities including reimbursement for expenses
incurred arising under the Securities Act. Article X of Registrant's Certificate
of Incorporation and Article VII, Section 6 of Registrant's Bylaws provide for
indemnification of Registrant's directors, officers, employees and other agents
to the maximum extent permitted by Delaware law. In addition, Registrant has
entered into indemnification agreements (Exhibit 10.1) with its officers and
directors.
Item 16. EXHIBITS.
EXHIBITS.
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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 this offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that
is incorporated by reference in the Registration Statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
HearMe 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on May 5, 2000.
HEARME
By: /S/ LINDA PALMOR
-----------------------------------------------
Linda Palmor
Chief Financial Officer
POWER OF ATTORNEY
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Paul Matteucci and Linda
Palmor, jointly and severally, his or her attorneys-in-fact, each with the power
of substitution, for him or her in any and all capacities, to sign any
amendments to this Report on Form S-3 and to file the same, with exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes may do or cause to be
done by virtue hereof. Pursuant to the requirements of the Securities Exchange
Act of 1933, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/S/ PAUL MATTEUCCI Director and Chief Executive Officer May 5, 2000
- ----------------------- (Principal Executive Officer)
Paul Matteucci
/S/ LINDA PALMOR Chief Financial Officer (Principal May 5, 2000
- ----------------------- Financial and Accounting Officer)
Linda Palmor
/S/ BRIAN A. APGAR Director May 5, 2000
- -----------------------
Brian A. Apgar
/S/ JAMES W. BREYER Director May 5, 2000
- -----------------------
James W. Breyer
/S/ DAVID A. BROWN Director May 5, 2000
- -----------------------
David A. Brown
/S/ DOUGLAS G. CARLSTON Director May 5, 2000
- -----------------------
Douglas G. Carlston
/S/ WILLIAM MCCALL Director May 5, 2000
- -----------------------
William McCall
/S/ RUTHANN QUINDLEN Director May 5, 2000
- -----------------------
Ruthann Quindlen
II-3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants
23.2 Consent of Venture Law Group, A Professional Corporation
(included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
II-4
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
May 5, 2000
HearMe
685 Clyde Avenue
Mountain View, CA 94043
REGISTRATION STATEMENT ON FORM S-3 ( FILE NO. 333-_____)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about May 5, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of shares of your common stock (the "Shares"), to be sold
by certain stockholders listed in the Registration Statement (the "Selling
Stockholders"). As your legal counsel in connection with this transaction, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale of the Shares.
It is our opinion that the Shares, when sold by the selling
stockholders in the manner described in the Registration Statement, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and in any amendment to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated January 21, 2000 relating
to the financial statements which appear in HearMe's annual report on Form 10-K
for the year ended December 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
May 5, 2000
