<PAGE> 1
Filed by E.piphany, Inc. pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: E.piphany, Inc. Commission File No: 000-27183
E.piphany Acquires Octane
FOR IMMEDIATE RELEASE
E.PIPHANY ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE OCTANE SOFTWARE
NEXT-GENERATION SOFTWARE COMPANIES COMBINE TO PROVIDE FIRST WEB-BASED,
INTEGRATED SUITE OF INTELLIGENT CUSTOMER INTERACTION SOLUTIONS
SAN MATEO, Calif. - March 15, 2000- E.piphany, Inc. (Nasdaq: EPNY), a
leading provider of customer-focused analytic, campaign management and real-time
personalization applications, today announced that it has signed a definitive
agreement to acquire privately-held Octane Software, Inc., a next-generation
provider of multi-channel customer care applications for sales, service and
support. The combination extends E.piphany's first mover advantage by
establishing the only web-based, intelligent solution that coordinates and
unifies all inbound and outbound interactions with customers in real-time.
Together, E.piphany(TM) and Octane(TM) serve more Than 125 industry-leading
enterprises in e-commerce, financial services, communications, consumer-packaged
goods and technology, including American Express Company, Autoweb, Charles
Schwab & Co., Compaq Computer Corp., Critical Path Software, GTE, Hewlett
Packard Company, Internet Capital Group Inc., Procter & Gamble and
WingspanBank.com.
"To create a successful customer lifecycle management system, large
enterprises must intelligently connect outbound sales and marketing with inbound
service and support," said Barry Wilderman, Vice President of META Group's
Application Delivery Strategic service. "We believe that vendors like E.piphany
(with its acquisition of Octane), will deliver integrated suites of applications
that span key components of both operational and analytical CRM."
Under the terms of the definitive agreement, E.piphany will issue
approximately 12.8 million shares of its common stock to the shareholders of
Octane, or approximately 26.5% of the combined company on a fully diluted basis.
The transaction will be accounted for as a purchase. The acquisition is subject
to customary closing conditions, including the approval of E.piphany's and
Octane's shareholders and regulatory approvals.
"Today's announcement marks a defining moment for the entire CRM market,"
said Roger Siboni, president and CEO of E.piphany. "Both companies have invested
in building the most sophisticated, web-based product architectures which will
facilitate rapid integration of the two product suites, and raise the bar for
any company who wishes to compete in this rapidly expanding market. Furthermore,
the complementary nature of our business philosophies, vision, management team,
employees, products, partnerships and vertical industries is remarkable."
"E.piphany has clearly demonstrated its expertise and market leadership
in providing real-time analytic and personalization technology to drive lifetime
customer relationships," said Tim Guleri, CEO of Octane. "At the same time, our
delivery of the leading Internet-based applications for sales, service and
support has set a new standard in providing high value customer care. Together,
we are
<PAGE> 2
able to dramatically expand our footprint in the market and provide a suite of
solutions that we believe is generations beyond any other offering."
Mr. Siboni added, "Upon completing the transaction, E.piphany will have an
unparalleled management team, with more than 500 worldwide employees, including
more than 60 `enterprise-class' quota carrying sales representatives. Combined,
we have extensive relationships with leading system integrators, resellers,
Internet infrastructure providers, and ASP partners. In addition, our shared
vision, common culture and geographic headquarter proximity should enable a
rapid and seamless integration of the two companies."
ABOUT OCTANE SOFTWARE
Octane Software, Inc. is a next-generation provider of multi-channel
customer interaction applications and infrastructure software for sales, service
and support. Built by a team of customer relationship management industry
experts, Octane enables companies to provide real-time, interactive customer
care to engage, acquire and retain customers in the new Internet economy. With
Octane 2000(TM), Octane's award-winning Web-based customer interaction suite,
companies can manage business-critical relationships between customers,
partners, suppliers and employees over a variety of touchpoints, including Web,
email, chat, phone and fax. Octane 2000's open Internet architecture provides a
technology set including enterprise integration, Internet-class scalability,
actionable business intelligence and a flexible design environment.
Headquartered in San Mateo, Calif., with sales offices in Atlanta, Boston,
Chicago, Phoenix, European headquarters in the United Kingdom and Asia Pacific
headquarters in Australia, Octane can be reached at 1-650-295-6200, U.S.
toll-free at 1-877-4OCTANE, via e-mail at [email protected], or on the Web at
www.Octane.com.
ABOUT E.PIPHANY
E.piphany is the provider of real-time analytical applications that create
a single enterprise-wide view of the customer enabling insight and personalized
action across all touchpoints. The E.piphany E.4(TM) system is designed to help
companies get, keep and grow customer relationships for the new Customer
Economy. The E.4 system is an integrated suite of software solutions that enable
companies to profile and analyze individual customer characteristics and
preferences and then leverage that information to drive marketing campaigns and
individually tailored products and services. The E.piphany E.4 system combines
best-of-breed extraction, data warehousing, reporting, data mining, campaign
management and real-time personalization into an integrated platform that
eliminates the need to assemble and maintain multiple tools from various
vendors. E.piphany E.4 integrates and manages information from existing
front-and-back-office systems, third-party data, and other sources, turning
every piece of enterprise-wide information into focused customer knowledge.
E.piphany E.4 is the only customer-focused analytic, campaign management and
real-time personalization application that is designed from the ground up around
Internet technology. Headquartered in San Mateo, Calif.,
<PAGE> 3
with worldwide sales and service centers and European headquarters in the United
Kingdom, E.piphany can be reached at 1-877-764-4163 or on the Web at
www.epiphany.com.
E.piphany and Octane will be hosting a press and analyst conference call at
8:00am PST, March 15, 2000. The call-in number is 1-800-553-0326 in the United
States and 612-332-0718 for International callers.
###
The statements contained herein including those made by Mr. Siboni and Mr.
Guleri constitute forward-looking statements which are subject to certain risks,
including the risks that: the merger of the two companies may not be consummated
due to failure to obtain timely regulatory and stockholder approval; the ability
to integrate the two businesses after the merger; and the ability of the
combined business to successfully compete. For a more extensive list of those
risks, we refer you to the risk factors listed on the proxy statement/prospectus
to be filed with the SEC in connection with the merger.
Additional Information and Where to find It
E.piphany plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and E.piphany and Octane expect to mail a Joint Proxy
Statement/Prospectus to stockholders of E.piphany and Octane containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus carefully
when they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about E.piphany, Octane,
the merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the U.S.
Securities and Exchange Commission at http://www.sec.gov. Free copies of the
Joint Proxy Statement/Prospectus and these other documents may also be obtained
by request from E.piphany by accessing the Investor Relations website at
E.piphany, Inc. http://www.epiphany.com/irform.html or by mail to E.piphany,
Inc., 1900 South Norfolk Street, San Mateo, California 94403, attention:
Investor Relations, telephone: 650-356-3800, or from Octane by sending mail to
Octane, 2929 Campus Drive #101, San Mateo, California 94403, attention: Investor
Relations, telephone: 650-295-6200.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, E.piphany files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by E.piphany at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the Commission's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms.
E.piphany's filings with the Commission are also available to the public from
commercial document-retrieval services and at the Web site maintained by the
Commission at http://www.sec.gov. E.piphany and Octane and their respective
directors, executive officers and certain other members of management and
employees may be soliciting proxies from E.piphany and Octane stockholders in
favor of, among other things, the adoption of the merger agreement, in the case
of Octane, and the issuance of shares in connection with the merger, in the case
of E.piphany. A complete description of these matters and a description of any
interests that the directors and executive officers of Octane have in the merger
will be available in the Joint Proxy Statement/Prospectus.
E.piphany, E.4 and the E.piphany logo are trademarks of E.piphany, Inc. Octane,
Octane Software, Octane 2000, are trademarks of Octane Software, Inc.
KEYWORDS: EPM, Enterprise Performance Management, Analytic Applications, CRM,
Customer Relationship Management, Database Marketing, ERP, Enterprise Resource
Planning, ERM, Enterprise Relationship Management, DSS, Decision Support, data
mart, data warehouse, Web, enterprise software, OLAP, ROLAP, data mining,
E-Commerce, Sales, Marketing, Customer Service, Support, Enterprise Information
Portals, E-Business, Personalization, E-Mail, Collaborative Filtering, 1-to-1
marketing, customer-centric, customer loyalty, lifetime value, mass
customization, real-time, touchpoints, service and support
For sales or marketing information:
1900 S. Norfolk Street, Ste. 310
San Mateo, CA 94403
URL: www.epiphany.com
Press Contact:
Heather McLellan, E.piphany, 650.356.3863, [email protected]
Jaia Zimmerman, Octane Software, 650.295.6365, [email protected]
Investor Relations Contact:
Todd Friedman, E.piphany, 650.356.3934, [email protected]
<PAGE> 4
Filed by E.piphany, Inc. pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: E.piphany, Inc. Commission File No: 000-27183
SCRIPT PREPARED FOR CONFERENCE CALL MARCH 15, 2000 8:00A.M. PST
Kevin Yeaman:
o Thank you, operator. I would like to welcome everyone. Hopefully by now you
have seen our press release that was issued before the market opened today
announcing that E.piphany has signed a definitive agreement to acquire
privately-held Octane. If you do not have a copy, you can access one on our
web site, or call Heather McLellan at 650-356-3863 and she will send you a
copy.
o On today's call with me are Roger Siboni, president and CEO of E.piphany,
and Tim Guleri, CEO of Octane.
o Before beginning, I'd like to read a short Safe Harbor Statement. During
this call, we may make statements that are forward-looking. These include
statements by Roger, Tim or me concerning future results, the expected
effect of the Octane acquisition, the prospects for the combined company,
and market opportunities generally. These forward-looking statements
involve risks and uncertainties. We refer you to the risk factors listed in
the prospectus from our recent common stock offering, as well as the
documents related to the transaction and Octane's business to be set out in
an S-4 registration statement we will be filing in connection with this
transaction for a detailed description of these and other risks that could
cause actual results to differ materially from our forward-looking
statements.
CONFIDENTIAL PAGE 1 03/15/00
<PAGE> 5
o With that said, I'd like to turn the call over to Roger Siboni.
Roger Siboni:
o Thanks, Kevin.
o Today marks a defining moment for CRM. By announcing E.piphany's agreement
to acquire privately-held Octane, a next-generation provider of
multi-channel customer care applications for sales, service and support, we
have extended our first mover advantage and established the only web-based,
intelligent solution that coordinates and unifies all inbound and outbound
interactions with customers in real-time. Together, E.piphany and Octane
serve more than 125 industry leading enterprises in e-commerce, financial
services, communications, consumer-packaged goods and technology, such as
Amazon.com, American Express, Autoweb, Charles Schwab, Compaq, Critical
Path, GTE, Hewlett Packard, Internet Capital Group, Procter & Gamble, and
WingspanBank.com.
o But first, let me take a step back. You have all heard me speak
consistently about our vision of providing software to the Fortune 1000 and
leading dot coms that provides a single view of their customers enabling
insight and action across all touch points in real time. Our web-based
applications drive personalization through best of breed analytic and
campaign management technology, and then feeds that rich customer data to
call centers, web sites and e-mail systems.
CONFIDENTIAL PAGE 2 03/15/00
<PAGE> 6
o However, to really win in the Customer Economy, organizations must be able
to reach out to their customers not only through traditional and e-commerce
touchpoints, but also through the rapidly expanding set of inbound
self-assisted touchpoints such as web, e-mail, chat, phone and fax. These
new inbound marketing channels are equally critical for driving superior
customer relationships and increasing an organization's profitability and
revenue.
o Octane Software is the next generation company that understands these
inbound channels. They provide the touch points that allow companies to
automate and integrate all their interactions with their customers and
partners in a consistent and seamless fashion. Simply put, where E.piphany
stops, Octane starts, extending the closed loop marketing solution that we
deliver.
o The combination of these two companies bridges the final gap between
outbound sales and marketing and inbound service and support. Together we
define a new generation of intelligent customer relationship management
solutions that set the standard for optimizing all customer interactions in
real-time, whether consumer, partner or supplier, based on fact-based
understanding of that customer.
o Many of you have heard us say before that the three things we look for in a
company are people, products and customers. We could not have found a more
complementary fit than Octane in all three areas.
o Their management team and employee base share a culture and vision with
E.piphany that breeds success. I'll be turning the call over to Tim Guleri
in a moment to talk about Octane,
CONFIDENTIAL PAGE 3 03/15/00
<PAGE> 7
but let me say that we found in their management team a group of
individuals with extensive experience in the CRM space, and a shared drive
to create the next great enterprise software company.
o Our product lines are also extremely complementary, with virtually no
overlap. In the immediate term, we will take advantage of our similar
web-based architecture to begin the initial steps of integrating our
product suites.
o In addition, we share similar strengths in customer verticals, and Octane
brings some important additions. There is almost no overlap in the customer
base, providing a good foundation for cross selling our products.
o We have also talked recently about our strategy to drive personalization in
digital marketplaces, and Octane has already demonstrated excellent
traction with a number of exchange customers, including Tradiant,
ChemConnect, Buzzsaw.com, Equipp.com, and Amdax.com.
o Finally, let it not go without saying that Octane provides us with the
further benefit of being located here in San Mateo, helping us to solve the
ongoing Silicon Valley real estate challenge. Thanks, Octane!
o As the CRM market continues incorporate new channels of communication and
real-time personalization, E.piphany and Octane emerge as the clear market
leader. The market opportunity is there for the taking.
CONFIDENTIAL PAGE 4 03/15/00
<PAGE> 8
o Now, I would like to introduce Tim Guleri, CEO of Octane. Tim and I have
been sharing our ideas on this market for the past year, and more recently,
have been exploring the complementary nature of our companies. During this
time I've come to know Tim as a true visionary and builder as seen in the
success of his company, the management team he has attracted to join him,
and the quality of Octane's customers.
o With that, I'll turn the call to Tim.
Tim Guleri:
o Thanks, Roger.
o This is a great moment for Octane. I believe this combination puts us in
the driver's seat to be a dominant, next generation enterprise software
company. From Octane's inception, we recognized that next-generation
customer care applications had to not only support multiple channels of
communication, but would also have to have the intelligence to drive highly
personalized, predictive interactions in real time. Recognizing that our
market is converging with the space where E.piphany operates today, we
decided to join forces, moving well ahead of a splintered group of
competitors and raising the bar to an even higher level.
o Let me begin by telling you a bit more about Octane.
CONFIDENTIAL PAGE 5 03/15/00
<PAGE> 9
o We founded Octane in 1997 with the vision of building an
Internet-architected application and infrastructure for customer
management. At that time, only a handful of client/server, legacy
technology providers existed and all were approaching the market from a
piece part perspective. We recognized early on that the Internet would
fundamentally change how companies would interact with their customers. We
saw a new space emerging that required the scalability, flexibility and
multi-channel support of a true Internet-based solution, combined with the
sales, service and support functionality of a traditional CRM application.
o To further execute on our vision, we can't think of a better combination
than Octane and E.piphany.
o Octane provides businesses with a single Internet-based application for
managing all aspects of their customer relationships. Octane enables
organizations to efficiently sell, service and support customers, suppliers
and partners across all touch points, including the Web, phone, email,
on-line chat and fax. Because all of these interactions share common
business information and processes, customers receive a consistent level of
service regardless of their chosen point of interaction. Moreover,
employees or partners using Octane 2000 to interact with a customer can
access that particular customer's entire interaction history, regardless of
the channel of communication or whether the interaction was agent-assisted
or automated.
o For example, a large manufacturer of personal computers, receives
approximately 26 million customer touches or interactions per year. The
company's goal is to drive a higher percentage of these touches to the web
by using Octane software. As a result, the
CONFIDENTIAL PAGE 6 03/15/00
<PAGE> 10
organization will increase sales, service and customer satisfaction levels
while decreasing costs. Although this is just one example, as we have a
number of Fortune 1000, dot com and B2B companies using our software, it
illustrates the power of an intelligent multi-channel solution.
o Functionally, Octane 2000 offers extensive features and capabilities to
automate key business processes, including contact management, product and
service requests, knowledge management, customer self-service and sales
automation. Underlying all Octane 2000 applications is a powerful web-based
infrastructure that provides Internet-class performance and scalability as
well as out-of-the-box interfaces and tools to link to leading commerce
engines, communications servers and other enabling technologies. Octane
also features a powerful object-oriented design environment for everything
from modeling business processes to designing the user interface. I want to
be very clear that we can sit on top of existing infrastructure that
companies have so they do not need to reengineer their existing systems.
o Together, I believe we will define the standards that all companies in the
Customer Economy must follow if they want to compete in this market. All
solutions moving forward must include these elements: 1) They must be
driven by customer analytics, campaign management and real-time
personalization. 2) They must seamlessly span all customer touch points. 3)
They have to provide a single view of the customer to an audience of
employees and business partners. 4) They need to offer true real-time
personalization to optimize every interaction. And 5) they must be
web-based from the ground up.
CONFIDENTIAL PAGE 7 03/15/00
<PAGE> 11
o As we have looked closely at E.piphany, the decision to forge this
combination became clear. The complementary nature of our business
philosophies, vision, management team, employees, products and vertical
industries is remarkable. Recognizing the synergies that existed, we
realized that together we could combine our extraordinary momentum to
execute more quickly in bringing solutions to this highly competitive, fast
moving market. We're joining forces because if you look at the history of
emerging software markets, there is only one number one.
o I'd be happy to answer more questions about Octane during the Q&A. But
first, Kevin will provide some of the transaction details.
Kevin Yeaman:
o Thank you, Tim.
o Under the terms of the definitive agreement, E.piphany will issue
approximately 12.8 million shares of its common stock to the shareholders
of Octane. After the deal closes, Octane's shareholders will own
approximately 26.5% of the combined company on a fully diluted basis. The
transaction will be accounted for as a purchase and is subject to customary
closing conditions, including the approval of Octane's stockholders, our
stockholders and regulatory approvals. We would like to close the
transaction before the end of the second quarter and will be working
aggressively toward that goal.
CONFIDENTIAL PAGE 8 03/15/00
<PAGE> 12
o Upon completing the transaction, E.piphany will have more than 125
customers and more than 60 quota carrying representatives. And like
E.piphany, Octane recognizes most of its revenue over time. Octane
recognized revenue during 1999, including license and service, of
approximately $3 million. In just the last five months, they have booked
license transactions, excluding services, totaling over $8 million, most of
which will be recognized over time. Similar to E.piphany, their solution
sales are recognized over the implementation period and a substantial
portion of their bookings will be recognized ratably over time. As I said
earlier, we will issue common stock equaling approximately 26.5% of our
fully diluted shares. We believe that this combination could contribute at
least that percentage of revenue to the combined Company for the second
half of 2000, and more than that percentage of revenue during 2001. Octane
has grown its sales capacity significantly and therefore most of Octane's
30 quota carrying representatives are just beginning to reach full
productivity.
o Octane currently has over 200 employees. We expect it to make up
approximately 40% of the combined employee base of over 500 employees upon
closing the transaction.
o We expect the transaction to result in increased losses in absolute dollars
and on a per share basis in the short term, but do not expect the
transaction to negatively impact our time to profitability.
o We will have more specific revenue and expense guidance when the
transaction closes.
CONFIDENTIAL PAGE 9 03/15/00
<PAGE> 13
o With that, I'd like to turn the call back to Roger for closing comments.
Roger Siboni:
o Before taking questions, I want to thank everyone for joining us today. As
you can see, we're excited about this announcement and we believe we've got
the teams to make it work.
o Operator, we'd like to open the call to questions.
Additional Information and Where to find It
E.piphany plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and E.piphany and Octane expect to mail a Joint Proxy
Statement/Prospectus to stockholders of E.piphany and Octane containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus carefully
when they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about E.piphany, Octane,
the merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the U.S.
Securities and Exchange Commission at http://www.sec.gov. Free copies of the
Joint Proxy Statement/Prospectus and these other documents may also be obtained
by request from E.piphany by accessing the Investor Relations website at
E.piphany, Inc. http://www.epiphany.com/irform.html or by mail to E.piphany,
Inc., 1900 South Norfolk Street, San Mateo, California 94403, attention:
Investor Relations, telephone: 650-356-3800, or from Octane by sending mail to
Octane, 2929 Campus Drive #101, San Mateo, California 94403, attention: Investor
Relations, telephone: 650-295-6200.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, E.piphany files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by E.piphany at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the Commission's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms.
E.piphany's filings with the Commission are also available to the public from
commercial document-retrieval services and at the Web site maintained by the
Commission at http://www.sec.gov. E.piphany and Octane and their respective
directors, executive officers and certain other members of management and
employees may be soliciting proxies from E.piphany and Octane stockholders in
favor of, among other things, the adoption of the merger agreement, in the case
of Octane, and the issuance of shares in
CONFIDENTIAL PAGE 10 03/15/00
<PAGE> 14
connection with the merger, in the case of E.piphany. A complete description of
these matters and a description of any interests that the directors and
executive officers of Octane have in the merger will be available in the Joint
Proxy Statement/Prospectus.
CONFIDENTIAL PAGE 11 03/15/00
<PAGE> 15
Filed by E.piphany, Inc. pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: E.piphany, Inc. Commission File No: 000-27183
E.PIPHANY AND OCTANE TO
COMBINE AND OFFER
INTELLIGENT CUSTOMER INTERACTION SOLUTIONS
[E.piphany Logo] [Octane Logo]
WHITE PAPER AND FAQ
MARCH 15TH, 2000
================================================================================
<PAGE> 16
E.piphany has signed a definitive agreement to combine with Octane Software - a
next-generation provider of Internet architected, multi-channel customer
interaction applications for sales, service and support. Octane's solutions
allow companies to provide agent assisted and automated interactions with their
customers across all touchpoints in a consistent and seamless fashion. The
combination of E.piphany's analytic, campaign management and real-time
personalization solutions with Octane's applications and technologies will
define a new generation of intelligent customer interaction systems.
CURRENT ENVIRONMENT
As competition has increased across all industries and the Internet dramatically
alters the economic environment, market power has shifted to the customer. In
fact, at E.piphany, we refer to the new economic environment as the Customer
Economy. Consequently, efficiencies in managing customer relationships and
marketing at a one-to-one level have emerged as a competitive imperative. To
execute on this imperative, companies are automating critical front office
business processes across all customer touch points, including the Web,
telephone, email, chat, fax, etc. Businesses are also seeking to analyze the
data collected during customer interactions and act on that information to
better sell, service and market to each customer as an individual. However, the
challenge of choosing amongst the hundreds of legacy and point solution vendors
that claim a role in the customer relationship management (CRM) software
industry is overwhelming and ineffective.
Traditional CRM solutions have fallen short of meeting the needs of leaders in
today's Customer Economy. Vendors of these legacy client/server CRM products
have focused on automating front office business processes. However, these
solutions are limited by their architecture, an inability to support the
channel, and they have failed to improve interaction effectiveness because they
have not integrated powerful analytics, campaign management and real-time
personalization. Moreover, client/server architectures have made implementation
and maintenance expensive and hindered these vendors from truly embracing the
power of the Web. Functionally, these systems have focused on automating
separate channels or departments rather than unifying and coordinating all
touchpoints to create a single view of the customer. Faced with the imperative
of the Customer Economy, businesses are seeking a new generation of customer
relationship management software.
Today, most of the Fortune 1000 have not implemented a truly integrated and
intelligent customer interaction system. For example, a recent study by the META
Group (December 1999) found that while many companies are automating disparate
channels with CRM, most are not implementing true integrated systems that marry
all channels and provide a single view of the customer. In the study, 80% of the
customers surveyed had at least one operational CRM application and 40% had
enabled more than one channel with CRM. However, 25% had not integrated their
CRM solution with the analytical environment that would allow them to assess
their CRM data. The findings of the survey indicated that while many companies
have begun to implement a CRM solution, most are implementing point solutions
that do not provide a single view of the customer. In order to implement an
intelligent customer interaction system, organizations must seamlessly integrate
Operational CRM - which automates customer oriented business processes -- and
Analytical CRM -- analytical applications that allow organizations to better
understand customers and create more meaningful interactions -- as well as
Collaborative CRM -- applications that facilitate interactions between customers
and businesses. Meta summarized by saying that the current incarnation of CRM is
a "misnomer" and that true CRM will come about "slowly."
INTRODUCING THE INTELLIGENT CUSTOMER INTERACTION SYSTEM
The combination of E.piphany and Octane rapidly accelerates the realization of
truly intelligent customer interaction systems for the Customer Economy. The
combination of E.piphany's leading analytical, campaign management and real-time
personalization solutions with Octane's comprehensive operational CRM
applications creates the leader in providing the next generation of web-based
CRM solutions.
E.piphany addresses the new customer imperative with Software for the Customer
Economy -- an integrated, closed-loop suite of Analytic CRM software solutions.
E.piphany's E.4 system allows companies to identify their customers by
extracting and aggregating customer data from all existing enterprise systems.
Companies can then use the E.4 system to differentiate their customers using
powerful data mining technologies designed to profile and segment customers.
Leveraging these
================================================================================
<PAGE> 17
dynamic customer profiles, companies can then plan how to best interact with
their customers by designing and executing one-to-one marketing campaigns. As
companies gain a comprehensive understanding of each customer, they can then use
real-time, fact-based predictive modeling and execution to personalize every
customer interaction.
Octane brings to E.piphany the next-generation of operational CRM solutions to
complete a comprehensive CRM offering. Octane provides businesses with a single
internet architected application for managing all customer interactions with
customers, suppliers and partners across all touchpoints, including the Web,
telephone, email, on-line chat, fax, etc. Because all of these interactions can
be managed by Octane's single universal workflow, customers receive a consistent
experience regardless of their chosen point of interaction. Moreover, employees
using Octane 2000 to interact with a customer have access to the entire thread
of past interactions with that particular customer across all touchpoints.
Functionally, Octane 2000 offers extensive features and capabilities to automate
key business processes, including contact management, product and service
requests, knowledge management, customer self-service and sales automation.
Underlying all Octane 2000 applications is a distributed Internet infrastructure
that provides the speed, interoperability and scalability required in the
Internet age of business. Octane's applications can be designed and rapidly
customized using a powerful drag and drop environment, enabling rapid
customization, integration and implementation.
Combining these two industry leaders defines a new breed of intelligent customer
interaction solutions that are:
o DRIVEN BY CUSTOMER ANALYTICS, CAMPAIGN MANAGEMENT AND REAL-TIME
PERSONALIZATION. Traditional CRM solutions capture extensive customer
information but are unable to analyze this information and immediately
utilize the results and optimize customer interactions. E.piphany will
combine its analytics, campaign management and real-time personalization
with Octane's multi-channel sales, service and support applications to
cross-sell, up-sell or simply improve each customer's experience during
every customer interaction.
o SPAN ALL CUSTOMER TOUCH POINTS. Some of the new point solutions tend to
focus on a single point of customer interaction, such as sales force
automation or email management. Octane 2000 provides a robust software
application designed to address a full range of customer interactions
across all touchpoints, including the Web, telephone, email, on-line chat,
fax, etc. Now businesses can not only capture information about every
customer interaction, but also provide consistent interactions with each
customer, regardless of the point of interaction.
o PROVIDE A SINGLE VIEW OF THE CUSTOMER. Most IT environments are
heterogeneous, with multiple disparate systems automating discrete business
processes. To create a single view of the customer, software must be
capable of drawing data from, and integrating with, all existing enterprise
systems such as e-commerce servers, business-to-business exchanges,
existing client/server CRM applications, ERP systems and data warehouses.
Both E.piphany and Octane designed their software solutions with open
architectures and data integration capabilities that address the challenges
of these inherently complex and heterogeneous environments. This single
view of the customer will dramatically enhance a company's ability to
understand its customers and compete effectively in the Customer Economy.
o OFFER TRUE REAL-TIME PERSONALIZATION TO OPTIMIZE EVERY INTERACTION.
Traditional analytic and campaign management systems operate only in a
batch mode and are therefore incapable of providing fact-based
personalization in real time when a customer visits the Web site, sends an
email, or calls a call center. E.piphany holds a leadership position in
real-time, fact-based personalization. Combining this unique capability
with Octane's applications for managing the entire sales, service and
support cycle empowers businesses to turn every customer interaction into
an opportunity for cross-selling, up-selling and more personal interaction.
o WEB-BASED FROM THE GROUND UP. Traditional CRM solutions were developed
during the client/server era and therefore are expensive to deploy and
maintain, difficult to use, don't scale well and are restricted to internal
use. Both Octane and E.piphany designed and developed their products from
the ground up on Web-based architectures. Accordingly, the combined company
is uniquely
================================================================================
<PAGE> 18
positioned to offer integrated solutions that are rapidly deployable, easy to
maintain, easy-to-use and accessible by all employees, customers and partners.
INTELLIGENT CUSTOMER INTERACTION SYSTEMS IN ACTION
The combined vision and opportunity of E.piphany and Octane is compelling. The
combination of these two companies bridges the gap between outbound sales and
marketing and inbound service and support. To illustrate this vision, imagine
the following scenario.
An information technology professional is interested in investigating new
Internet networking technology from one of her company's established
vendors. She starts at the company's Web site. She investigates the
company's products and decides that she isn't interested in purchasing
today but would like to be kept up to date on their product offerings. So,
she opts to receive future updates on the company's products. Two weeks
later she receives a targeted email from the vendor indicating that the new
products are available. Moreover, the email indicates that because her
company had made significant purchases from the vendor last year, she is
qualified for a 10% discount. Excited that the new equipment is available
and meets her budget, she clicks on the embedded link that directs her to
the company's site. When she arrives at the site, it includes a dynamically
generated recommendation that she investigate a specific model of the
networking equipment that meets the bandwidth requirements detailed in her
profile.
Later, after having decided to buy the new product, she encounters some
difficulty with the site's configuration capability and therefore clicks on
the "help" button. Immediately, the system routes her to sources of
information relevant to her product selection and also offers access to
live assistance from a support representative. After reviewing the
presented documents, the customer chooses live support and receives a
variety of communication options. She selects a real-time "Web chat."
Instead of routing her to just any agent, the system intelligently routes
her to the representative best qualified to address her problem. During the
chat session, the representative is able to converse and send relevant Web
pages to her browser. After the sale has been successfully completed, she
receives a confirmation email with a service plan offer, which she accepts
simply by clicking on an embedded link.
A year later, major increases in her company's network traffic cause her
company's system to crash. The IT professional receives an irate email from
the CEO telling her she needs to resolve the problem. She logs on to the
vendor's Web self-service application and logs a service request. The
support system queues the service request based on the terms of her
agreement to a support technician who matches the required skills. The
technician accesses the system's extensive knowledgebase to resolve the
problem and bring the customer online. When he logs the resolution, he
immediately receives a message to up-sell a newer version of the product
that can handle greater traffic and save the customer repeated service
calls.
The problem is resolved quickly and she sends an email to her boss telling
him that she has solved the problem and recommends that the company extend
their contract with the vendor to continue the valuable relationship.
The technology to enable these interactions is here today through the
combination of E.piphany and Octane. As a single company under the E.piphany
name, we are empowering companies to gain leadership in the Customer Economy. In
addition to our innovative software solutions, the combined company will have
well over 500 employees committed to its customers' success. This commitment is
validated by the satisfaction of our already more than 125 "Click & Mortar" and
"Dot.com" customers, including American Express, Autoweb, Charles Schwab,
Compaq, Critical Path, GTE, Hewlett Packard, Internet Capital Group, Procter &
Gamble, and WingspanBank.com.
================================================================================
<PAGE> 19
QUESTIONS AND ANSWERS REGARDING THE E.PIPHANY/OCTANE COMBINATION
WHO IS E.PIPHANY?
E.piphany is the leading provider of customer focused analytic, campaign
management and real-time personalization applications. E.piphany's customer
analytics and personalized marketing solutions create a single view of the
customer and provide real-time insight and action across all customer
touchpoints. E.piphany has more than 80 customers, and 1999 revenues of more
than $19M, an increase of more than 500% over 1998.
WHO IS OCTANE?
Octane is the next generation leader in multi-channel customer care applications
for sales, service and support built on a web-based architecture. Octane
provides businesses with a single suite of customer interaction applications and
infrastructure to efficiently interact with customers, suppliers and partners
across all touchpoints, including the Web, telephone, email, on-line chat, fax,
etc. Octane has been shipping product since April 1999, and already has more
than 40 customers worldwide.
WHAT IS TODAY'S NEWS?
E.piphany Inc. today announced that it has signed a definitive agreement to
acquire privately-held Octane. The combination redefines the CRM market and
extends E.piphany's first mover advantage by establishing the only Web-based,
intelligent solution that coordinates and unifies all inbound and outbound
interactions with customers in real-time. Together, E.piphany and Octane serve
more than 125 industry leading enterprises in e-commerce, financial services,
communications, consumer-packaged goods and technology.
WHAT DOES OCTANE BRING TO E.PIPHANY? HOW DOES THE TECHNOLOGY INTERFACE WITH
E.PIPHANY'S?
Octane's Web-based solutions allow companies to automate and coordinate
interactions with their customers across all touchpoints in a consistent and
seamless fashion. Octane's suite of customer interaction applications and
infrastructure enable companies to efficiently interact with customers,
suppliers and partners across the Web, telephone, email, on-line chat, fax, etc.
Using Octane, companies can provide their customers with a consistent experience
regardless of their chosen point of interaction or if they switch between
touchpoints throughout the process. Octane's technology will extend E.piphany's
functionality to provide complete inbound customer interactions.
WHAT ARE THE KEY BENEFITS TO CUSTOMERS?
The combination of these two companies bridges the gap between outbound sales
and marketing and inbound service and support. Together we define a new
generation of intelligent customer interaction solutions that set the standard
for optimizing all customer interactions in real-time, whether consumer, partner
or supplier, based on fact-based understanding of that customer.
WHO ARE E.PIPHANY'S AND OCTANE'S CUSTOMERS AND WHAT VERTICAL MARKETS DO THEY
SELL INTO?
Together, E.piphany and Octane serve more than 125 industry-leading enterprises
in e-commerce, financial services, communications, consumer-packaged goods and
technology, such as American Express, Autoweb, Charles Schwab, Compaq, Critical
Path, GTE, Hewlett Packard, Internet Capital Group, Procter & Gamble, and
WingspanBank.com.
WHAT PRODUCTS DOES OCTANE SELL?
Octane sells a suite of customer interaction applications. The Octane2000 suite
is designed to enable users the ability to perform service, sales and support
activities all from a single system and across any communication channel -
including web, email, telephone, chat, and fax. The functionality can be
utilized in a self or assisted mode.
WHAT PRODUCT INTEGRATION PLANS DO YOU HAVE?
One of the real benefits of this combination is that Octane and E.piphany
products can be used together immediately. Further integration plans will be
decided over the coming months.
================================================================================
<PAGE> 20
HOW SOPHISTICATED IS THE OCTANE TECHNOLOGY?
Octane technology is viewed as superior to existing client/server and point
solution CRM offerings. It has a very well thought out system infrastructure
that provides an intelligent communication platform for all touchpoints, a
unified view of customer events, and is built to support growth and scalability.
WHAT IS THE TIMELINE FOR INTEGRATING THE COMPANIES?
Once we obtain the necessary regulatory approvals, we will begin re-mapping the
organizational structure, defining employee roles, cross-training, communication
of HR practices, and providing social opportunities for employees of the two
companies to meet. An integration team with broad representation from both
companies will be formed immediately.
HOW MANY EMPLOYEES DOES THIS ADD TO E.PIPHANY? Combined, the company will have
more than 500 employees.
WHERE DOES OCTANE HAVE OFFICES?
Octane is headquartered in San Mateo, Calif., with sales offices in Atlanta,
Boston, Chicago, Phoenix, Miami and Seattle. European headquarters are in the
United Kingdom and Asia Pacific headquarters are in Australia.
The statements contained herein constitute forward-looking statements which are
subject to certain risks, including the risks that: the merger of the two
companies may not be consummated due to failure to obtain timely regulatory and
stockholder approval; the ability to integrate the two businesses after the
merger; and the ability of the combined business to successfully compete. For a
more extensive list of those risks, we refer you to the risk factors listed on
the proxy statement/prospectus to be filed with the SEC in connection with the
merger.
Additional Information and Where to find It
E.piphany plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and E.piphany and Octane expect to mail a Joint Proxy
Statement/Prospectus to stockholders of E.piphany and Octane containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus carefully
when they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about E.piphany, Octane,
the merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the U.S.
Securities and Exchange Commission at http://www.sec.gov. Free copies of the
Joint Proxy Statement/Prospectus and these other documents may also be obtained
by request from E.piphany by accessing the Investor Relations website at
E.piphany, Inc. http://www.epiphany.com/irform.html or by mail to E.piphany,
Inc., 1900 South Norfolk Street, San Mateo, California 94403, attention:
Investor Relations, telephone: 650-356-3800, or from Octane by sending mail to
Octane, 2929 Campus Drive #101, San Mateo, California 94403, attention: Investor
Relations, telephone: 650-295-6200.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, E.piphany files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by E.piphany at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the Commission's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the Commission at
1-800-SEC-0330 for further information on the public reference rooms.
E.piphany's filings with the Commission are also available to the public from
commercial document-retrieval services and at the Web site
================================================================================
<PAGE> 21
maintained by the Commission at http://www.sec.gov. E.piphany and Octane and
their respective directors, executive officers and certain other members of
management and employees may be soliciting proxies from E.piphany and Octane
stockholders in favor of, among other things, the adoption of the merger
agreement, in the case of Octane, and the issuance of shares in connection with
the merger, in the case of E.piphany. A complete description of these matters
and a description of any interests that the directors and executive officers of
Octane have in the merger will be available in the Joint Proxy
Statement/Prospectus.
================================================================================
<PAGE> 22
[E.piphany Logo]
www.epiphany.com
<TABLE>
<S> <C>
FOR MORE INFORMATION CONTACT:
INVESTOR RELATIONS PUBLIC RELATIONS
TODD FRIEDMAN HEATHER MCLELLAN
Director, Investor Relations Senior Public Relations Manager
E.piphany E.piphany
1900 South Norfolk, Suite 310 1900 South Norfolk, Suite 310
San Mateo, CA 94403 San Mateo, CA 94403
(650) 356 - 3934 (650) 356 - 3863
[email protected] [email protected]
</TABLE>
================================================================================
<PAGE> 23
Filed by E.piphany, Inc. pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: E.piphany, Inc. Commission File No: 000-27183
THE FOLLOWING IS A SLIDE SHOW PRESENTATION GIVEN BY E.PIHANY ON MARCH 15, 2000
Roger Siboni
CEO
E.piphany, Inc.
SLIDE ONE
This slide shows our logo and says "Software for the Customer Economy"
SLIDE TWO
Title: "E.pihany's Vision"
Text: "To provide the single view of the customer enabling insight and action
across all touch points in real
time."
SLIDE THREE
Title: "The E.4 Standard"
Graphic of four bubbles with the words "Identify," "Differentiate," "Interact,"
and "Personalize" in the bubbles, with the phrase "Real-time" in the middle.
SLIDE FOUR
Title: "Intelligent Customer Interaction"
Graphic of seven silos at bottom of screen with words "ERP," "SFA,"
"E-Commerce," "Legacy," "CTI," "Web," and "Exchange" written in the silos. Above
the silos are four bars. The first bar says "Extraction/Transformation." The
second bar says "EpiCenter Data Mart." The third bar says "E.4 Platform." The
fourth bar says "Real-time & Synchronized Personalization." Surrounding the bars
is a half circle with arrows at both ends of the semi-circle. Inside the arrows
is the logo for Octane Software and the words "Platform & Applications." Within
the semi-circle are seven circles with the words, "Telephony, Web, E-mail, Chat,
Fax, Direct Mail, and Exchanges" within the circles.
SLIDE FIVE
Title: "Octane Overview"
Text: "
o Founded in 1997
o Headquartered in San Mateo
o 200+ employees
o 40+ customers
<PAGE> 24
o Seasoned management team
o 30+ enterprise-class quota reps
o 60+ engineers"
Slide Six
Title: "Vertical Customer Strength"
Slide has five sections with customer logos in each section.
Section "Financial Services:
Wells Fargo
Halifax
Sallie Mae
Charles Schwab
American Express
Citibank
Fair Isaac
SBLI"
:
Section "Dot Com:
Amazon.com
WingspanBank.com
HomeGrocer.com
Cozone.com
ValueAmerica
SportsLine
E-Stamp
Critical Path
Della.com
Autoweb.com
IVillage
Expedia.com"
Section "Telecom:
GTE
Lucent Technologies
Vodaphone
USWest
DirecTV
Media One
Cablevision"
Section "Technology:
Microsoft
Agilent Technologies
Compaq
<PAGE> 25
Macromedia
Autodesk
Network Appliance
Hewlett Packard"
Fifth Section (No title)
"CSAA
American Airlines
KPMG
Capital Blue Cross
Xerox
PSEG
Acxiom
Procter & Gamble
Hilton
Nissan
Electronic Arts
Peets Coffee & Tea"
SLIDE SEVEN
Title: "Sales and Distribution Model"
E.piphany logo in middle of slide with text "150+ sales, 140+ service" Graphic
of logos
"Integrators & Consultants: PriceWaterhouseCoopers, KPMG, nexgenix, Hewlett
Packard, iXL, Ernst & Young"
"Reselling & Hosting: Axciom, CardSystems, S1, Harte Hanks, Teletech, Bullseye
Interactive, Pivotal, i2 Technologies"
"Internet Infrastructure: Broadvision, Vignette, Art Technology Group, Firepond,
Calico Software"
"Application Service Providers: Wheelhouse, Interelate, Corio, Qwest
Cyber.Solutions, Brigade, eAssist.com, eConvergent"
SLIDE EIGHT
Title "CRM Evolution"
Graphic of arrow going from bottom left to upper right. On arrow are three
bubbles. Bubble One (bottom left) says "Legacy CRM: Siebel, Vantive, Clarify."
Bubble Two says "eCRM: Kana, eGain, Primus." Bubble Three (top right) says
"Intelligent Customer Interaction: logo of E.piphany."
SLIDE NINE
Title: "CRM Competitive Landscape"
Slide lists "E.piphany, Kana, Siebel and Oracle" and compares functionality
among "Legacy Operational CRM applications, Web Operational CRM applications,
and Analytical CRM applications." At bottom of slide is a list of other vendors,
"Clarify, Vantive, Remedy, Quintus, Chordiant, Brightware, eGain, Primus,
Annuncio,
<PAGE> 26
MicroStrategy, Exchange, Broadbase, Informatica, NetPerceptions, and Prime
Response."
SLIDE TEN
Title: "Future Directions"
Graphic of seven silos at bottom of screen with words "ERP," "SFA,"
"E-Commerce," "Legacy," "CTI," "Web," and "Exchange" written in the silos. Above
the silos are four bars. The first bar says "Extraction/Transformation." The
second bar says "EpiCenter Data Mart." The third bar says "E.4 Platform." The
fourth bar says "Real-time & Synchronized Personalization." Surrounding the bars
is a half circle with arrows at both ends of the semi-circle. Inside the arrows
is the logo for Octane Software and the words "Platform & Applications." Within
the semi-circle are seven circles with the words, "Telephony, Web, E-mail, Chat,
Fax, Direct Mail, and Exchanges" within the circles.
SLIDE ELEVEN
Title: "Proven Management Team"
Text:
"Roger Siboni President & CEO (KPMG)
Jim Doehrman General Administrative Officer (IDG)
Phil Fernandez EVP Product Development (Red Brick)
Tim Guleri EVP Business Development (Scopus)
Tony Leach EVP Operations & Services (Oracle)
Kira Makagon Chief Technical Officer (Scopus)
Jeff Pulver EVP Marketing (Peoplesoft)
Karen Richardson EVP WW Sales (Netscape)
Bill Walsh EVP Emerging Markets (Peoplesoft)
Kevin Yeaman Chief Financial Officer (KPMG)"
SLIDE TWELVE
Title Slide: E.piphany logo and text "Financials"
SLIDE THIRTEEN
Title: "Deal Overview"
Text: "12.8 million shares (26% of combined company)
Purchase Accounting
Expected to close in 2nd quarter"
SLIDE FOURTEEN
Title: "Rapid Growth in Revenues"
Graphic of eight quarters' revenue growth, from $200,000 in Q1 '98, to $8.7
million in Q4 '99, with arrow illustrating 521% year-over-year growth from Q4
'98 to Q4 '99.
SLIDE FIFTEEN
Title: ":Key metrics"
Text:
"New customers Q4 '99: 18"
"Initial Transaction Size: $510K"
"Repeat Business (% of revenue): 43%"
<PAGE> 27
SLIDE SIXTEEN
Title: "Financial Highlights"
Text: "Multiple Revenue Streams
Conservative Revenue Recognition
Low DSOs
Strong Cash Position"
SLIDE SEVENTEEN
Text:
"E.piphany will file a registration statement on Form S-4 containing a joint
proxy statement and prospectus regarding the Merger. Those materials contain
important information about E.piphany and the merger and you are urged to review
them.
You can obtain E.piphany's public filings from the SEC website (www.sec.gov) or
by contacting investor relations at E.piphany through our website
(www.epiphany.com/ irform.html)."
SLIDE EIGHTEEN
Logo Slide
Additional Information and Where to find It
E.piphany plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and E.piphany and Octane expect to mail a Joint Proxy
Statement/Prospectus to stockholders of E.piphany and Octane containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus carefully
when they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about E.piphany, Octane,
the merger and related matters. Investors and security holders will be able to
obtain free copies of these documents through the website maintained by the U.S.
Securities and Exchange Commission at http://www.sec.gov. Free copies of the
Joint Proxy Statement/Prospectus and these other documents may also be obtained
by request from E.piphany by accessing the Investor Relations website at
E.piphany, Inc. http://www.epiphany.com/irform.html or by mail to E.piphany,
Inc., 1900 South Norfolk Street, San Mateo, California 94403, attention:
Investor Relations, telephone: 650-356-3800, or from Octane by sending mail to
Octane, 2929 Campus Drive #101, San Mateo, California 94403, attention: Investor
Relations, telephone: 650-295-6200.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, E.piphany files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by E.piphany at the SEC public reference
<PAGE> 28
rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the
Commission's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. E.piphany's filings with the Commission are also
available to the public from commercial document-retrieval services and at the
Web site maintained by the Commission at http://www.sec.gov. E.piphany and
Octane and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from E.piphany and
Octane stockholders in favor of, among other things, the adoption of the merger
agreement, in the case of Octane, and the issuance of shares in connection with
the merger, in the case of E.piphany. A complete description of these matters
and a description of any interests that the directors and executive officers of
Octane have in the merger will be available in the Joint Proxy
Statement/Prospectus.
