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As filed with the Securities and Exchange Commission on November 30, 1999
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________
GETTHERE.COM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 93-1184437
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
4045 Campbell Avenue
Menlo Park, California 94025
(650) 752-1500
(Address of principal executive offices) (Zip Code)
___________________
GETTHERE.COM, INC. 1996 STOCK INCENTIVE PLAN
GETTHERE.COM, INC. 1999 STOCK INCENTIVE PLAN
GETTHERE.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
GETTHERE.COM, INC. 1999 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
___________________
Gadi Maier
President and Chief Executive Officer
GETTHERE.COM, INC.
4045 Campbell Avenue
Menlo Park, CA 94025
(Name and address of agent for service)
(650) 752-1500
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share (2) Price (2) Fee
---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
1996 Stock Incentive Plan
-------------------------
Options 5,408,051 N/A N/A N/A
Common Stock (par value $0.0001) 5,408,051 $16.00 $86,528,816 $ 22,843.61
1996 Stock Incentive Plan
-------------------------
Common Stock (par value $0.0001) 2,235,540 $16.00 $35,768,640 $ 9,442.92
1999 Stock Incentive Plan
-------------------------
Options 5,000,000 N/A N/A N/A
Common Stock (par value $0.0001) 5,000,000 $16.00 $80,000,000 $ 21,120.00
1999 Directors' Stock Option Plan
---------------------------------
Options 750,000 N/A N/A N/A
Common Stock (par value $0.0001) 750,000 $16.00 $12,000,000 $ 3,168.00
1999 Employee Stock Purchase Plan
---------------------------------
Rights to Purchase 2,500,000 N/A N/A N/A
Common Stock (par value $0.0001) 2,500,000 $16.00 $40,000,000 $ 10,560.00
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1996 Stock Incentive Plan,
1999 Stock Incentive Plan, 1999 Directors' Stock Option Plan and 1999
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
outstanding shares of Common Stock of GetThere.com, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the fair market value
per share of Common Stock of GetThere.com, Inc. on November 22, 1999.
<PAGE>
EXPLANATORY NOTE
GetThere.com, Inc. has prepared this Registration Statement in
accordance with the requirements of Form S-8 under the Securities Act of 1933,
as amended (the "1933 Act"), to register shares of its common stock, $0.0001 par
value per share. Under cover of this Form S-8 is a Reoffer Prospectus that
GetThere.com, Inc. prepared in accordance with Part I of Form S-3 under the 1933
Act. The Reoffer Prospectus may be utilized for reofferings and resales of up
to 2,235,540 shares of common stock acquired by Selling Stockholders under the
GetThere.com, Inc. 1996 Stock Incentive Plan.
<PAGE>
GETTHERE.COM, INC.
FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
REQUIRED BY PART I OF FORM S-3
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Form S-3 Item Number Location/Heading in Prospectus
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1. Forepart of Registration Statement and Outside Front Cover page
Cover page of Prospectus
2. Inside Front and Outside Back Cover Page of Prospectus Available Information; Incorporation of Certain
Information by Reference
3. Summary Information, Risk Factors and Ratio of Risk Factors
Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not applicable
6. Dilution Not applicable
7. Selling Security Holder Selling Security Holder
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information Documents Incorporated by Reference
13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities
</TABLE>
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Shares of Common Stock
GetThere.com, Inc.
This Reoffer Prospectus relates to 2,235,540 shares of the Common
Stock, par value $0.0001 (the "Common Stock"), of GetThere.com, Inc. (the
"Company"), which may be offered from time to time by certain key employees
named herein and certain employees who are not named herein who are not
affiliates (the "Registered Stockholders"). It is anticipated that the
Registered Stockholders will offer shares for sale at prevailing prices on the
Nasdaq National Market System on the date of sale. The Company will receive no
part of the proceeds of sale made hereunder. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all selling and other expenses incurred by each of the Registered Stockholders
will be borne by each such Registered Stockholder.
The Common Stock is traded on the Nasdaq National Market System.
The Registered Stockholders and any broker executing selling orders on
behalf of the Registered Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or any Registered Stockholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
The date of this Prospectus is November 30, 1999.
<PAGE>
AVAILABLE INFORMATION
The Company will be subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") upon the first date on which its Common Stock is registered under Section
12(g) of the Exchange Act and in accordance therewith will file reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
219 South Dearborn Street, Chicago, IL 60604; 26 Federal Plaza, New York, NY
10007; and 5757 Wilshire Boulevard, Los Angeles, CA 90036, at prescribed rates.
The Common Stock is quoted on the Nasdaq National Market System. Reports, proxy
statements, informational statements and other information concerning the
Company can be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006. The
Commission also maintains a Web site (http://www.sec.gov) that contains reports,
------------------
proxy statements and other information regarding registrants that file
electronically with the Commission.
The Company intends to furnish its stockholders with annual reports
containing additional financial statements and a report thereon by independent
certified public accountants.
A copy of any document incorporated by reference in the Registration
Statement (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) of which this
Reoffer Prospectus forms a part but which is not delivered with this Reoffer
Prospectus will be provided by the Company without charge to any person
(including any beneficial owner) to whom this Reoffer Prospectus has been
delivered upon the oral or written request of such person. Such requests should
be directed to Bob Brown, GetThere.com, Inc., 4045 Campbell Avenue, Menlo Park,
CA 94025. The Company's telephone number at that location is (650) 752-1500.
TABLE OF CONTENTS
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Page
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THE COMPANY............................................................... 3
RISK FACTORS.............................................................. 4
USE OF PROCEEDS........................................................... 21
REGISTERED STOCKHOLDERS................................................... 21
PLAN OF DISTRIBUTION...................................................... 21
DOCUMENTS INCORPORATED BY REFERENCE....................................... 23
INDEMNIFICATION........................................................... 23
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THE COMPANY
GetThere.com, Inc. ("GetThere.com" or the "Company") is a provider of
Internet-based travel procurement and supply services, primarily for businesses
and travel suppliers. Our services enable users to make airline, hotel and car
rental reservations and to purchase airline tickets over the Internet. Our
services also provide users with access to valuable travel information, such as
airline, hotel, car rental, news, weather, maps and pricing information. Through
our ITN Global Manager service, which is sold to businesses, we provide a Web
site for each business that enables its employees to make travel-related
reservations and to purchase airline tickets over the Internet. Through our ITN
FlightRez service, which is sold to travel suppliers such as airlines, we
provide a Web site that enables travel suppliers to sell travel products and
services over the Internet. In addition, we provide Web sites to Internet-based
content and electronic commerce providers and travel agencies that enable them
to sell travel products and services over the Internet. We derive our revenues
primarily from transaction fees and commissions when reservations are made or
airline tickets are purchased using our services.
In 1998, there were approximately 1.4 billion total airline passengers
worldwide as reported by the International Air transport Association. According
to the American Express 1998 Survey of Business Travel Management, U.S.
businesses in 1998 completed 154 million air travel transactions and U.S.
business expenditures for airline tickets, car rentals and lodging exceeded $122
billion. Forrester Research estimates that online expenditures for business
travel will grow from $5 billion in 1999 to $38 billion in 2003.
We believe the current market for the procurement and supply of travel-
related goods and services is characterized by numerous inefficiencies that
contribute to higher costs. These inefficiencies are largely the result of the
involvement of multiple intermediaries and limited access by businesses and
travel suppliers to valuable travel-related information. Accordingly, businesses
may find it more difficult to negotiate favorable contracts with travel
suppliers, monitor employee compliance with corporate travel policies and direct
purchases to preferred travel suppliers. These inefficiencies may also limit the
ability of travel suppliers to establish personalized relationships with
customers, minimize excess capacity and maximize the effectiveness of customer
loyalty programs, such as frequent flier programs. In addition, the labor
intensive nature of the travel procurement and supply processes decreases
productivity and contributes to higher costs.
Our services are designed to reduce current inefficiencies in the travel
procurement and supply process by decreasing the role of intermediaries, such as
travel agents, by providing customers with valuable travel information and by
enabling the internal procurement and supply processes of our customers to
become quicker and more efficient. ITN Global Manager is designed to enable our
business customers to reduce costs, increase productivity and provide real-time
data analysis and reporting. ITN FlightRez is designed to enable our travel
supplier customers to increase revenue opportunities, reduce sales and
distribution costs, enhance customer service and increase customer loyalty.
Our objective is to be the leading provider of Internet-based procurement
and supply services for travel and other indirect goods and services. Key
elements of our strategy are to
. expand our customer base;
. increase the rates of adoption of our services by our business
customers;
. aggressively pursue other travel markets;
. continue to develop our technology; and
. leverage technology and relationships into markets for other indirect
goods and services.
___________________
We were incorporated in the State of California as Internet Travel Network
on August 7, 1995 and changed our name to GetThere.com, Inc. on July 16, 1999.
Our principal headquarters are located at 4045 Campbell Ave., Menlo Park,
California 94025, and our telephone number is (650) 752-1500.
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RISK FACTORS
You should carefully consider the risks and uncertainties described below
before buying shares in this offering. These risks and uncertainties are not
the only ones facing our company. Additional risks and uncertainties that we
are unaware of or currently deem immaterial may also become important factors
that may harm our business.
Risks Related to Our Business
It is difficult to evaluate our business because our business model is
evolving.
It is difficult to accurately forecast our revenues, and we have limited
meaningful historical financial data on which to plan operating expenses. We
were incorporated on August 7, 1995. Prior to 1996, our business was focused on
providing travel-related services to consumers from our www.itn.net Web site
and other consumer-related Web sites. In 1996, we began focusing on our
services for businesses and travel suppliers. We introduced ITN Global Manager
for businesses in 1996 and ITN FlightRez for travel suppliers in 1997. In
addition, the revenues and income potential of our business and market are
unproven. Changing our focus from the consumer business to providing Internet-
based travel procurement and supply services for businesses and travel
suppliers may not have a positive effect on, or may harm, our business or
operating results. If we are unable to accomplish the following, we may not
become commercially successful:
. grow our base of both business and travel supplier customers;
. increase adoption rates by our existing business customers;
. successfully implement sales and marketing initiatives;
. provide timely and effective customer service and technical support; and
. anticipate and adapt to the evolving online travel services market.
We will devote a significant amount of our resources to satisfy our obligations
under our agreement with American Express.
We recently entered into an agreement with American Express under which
American Express has agreed to promote and sell our Internet-based travel
procurement services to its customers and potential customers. This
relationship is likely to require the use of a significant amount of our
resources, including our management and technical personnel. This devotion of a
significant amount of our resources to this relationship could impair our
ability to develop other aspects of our business, which could seriously harm
our results of operations if we are unable to generate a significant amount of
revenues from our agreement with American Express. In addition, we are required
to reimburse American Express a portion of its fees if we do not deliver a
minimum number of unique users to American Express. American Express Company,
the parent of American Express Travel Related Services, is traded under the
symbol "AXP", and its file number under the Exchange Act of 1934, as amended,
is 001-07657. The information contained in any filings by American Express
Company is not a part of this prospectus.
American Express has developed a travel service with Microsoft that competes
with our ITN Global Manager service.
American Express and Microsoft have developed the AXI travel management
system, which is a service that provides a Web site for businesses that enables
their employees to make travel-related reservations and to purchase airline
tickets over the Internet. This service competes directly with our ITN Global
Manager service. If we are unable to compete effectively with the AXI travel
management system, our business and results of operations would be adversely
affected. Even though we have a business relationship with American Express to
provide Web-based travel services on behalf of American Express, American
Express is not precluded from selling and servicing the AXI travel management
system or from continuing to work with Microsoft.
4
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We have incurred significant net losses to date and expect to continue to incur
net losses for the foreseeable future.
Since our inception we have incurred significant net losses and negative cash
flow. We expect net losses and negative cash flow to continue for the
foreseeable future, and we may never be profitable. We incurred net losses of
$20.3 million for the six months ended July 31, 1999, $15.6 million for our
fiscal year ended January 31, 1999 and $6.4 million for our fiscal year ended
January 31, 1998. As of July 31, 1999, we had an accumulated deficit of $46.0
million. We anticipate that our losses will increase significantly from current
levels as we continue to increase our operating expenses in each of our
operating expense categories. In addition, we expect the rate at which these
losses will be incurred will increase significantly from current levels,
particularly in the quarter ending October 31, 1999. We expect these additional
costs and expenses to be related to:
. transitioning the use of our www.itn.net Web site to American Express;
. developing and implementing the American Express travel procurement
services for businesses;
. developing Web sites for Northwest Airlines and America West Airlines;
. establishing and integrating our recently acquired call center in Fort
Lauderdale, Florida;
. enhancing our Internet-based travel procurement and supply services;
. continuing to develop our services, computer network and the systems that
we use to process travel-related transactions;
. recruiting and training additional personnel, particularly customer
service, technical support and engineering personnel;
. moving our headquarters to Menlo Park, California;
. establishing an engineering development center in Dallas, Texas;
. developing the GetThere.com brand, as well as other marketing and
promotional activities; and
. developing relationships with strategic business partners.
Unless we generate and sustain substantially higher revenues while
maintaining reasonable expense levels, we will continue to incur significant
net losses. Even if we increase revenues we may experience price competition or
increased expenses which would lower our gross margins or cause us to incur net
losses. Furthermore, if we ever do achieve profitability or reduce our net
losses, we may not sustain this result on a quarterly or annual basis in the
future.
Our quarterly operating results may fluctuate in future periods and we may fail
to meet expectations.
We believe that quarter-to-quarter comparisons of our revenues and operating
results are not necessarily meaningful because of quarterly fluctuations, and
that such comparisons may not be accurate indicators of future performance.
Consequently, in future quarters our operating results may fall below the
expectations of investors and, as a result, the price of our common stock may
fall. The operating results of companies in the travel and electronic commerce
industries have in the past experienced significant quarter-to-quarter
fluctuations. We will likely experience similar fluctuations due to a number of
factors, any of which, if not adequately addressed, may adversely affect the
long-term viability of our business. These factors include:
. varying adoption rates of our services;
. the timing and expense of expanding our operations;
. our ability to attract new customers, retain existing customers and
satisfy customer demand;
. the mix of transaction revenues and professional service revenues;
. the mix of transaction revenues from businesses, travel suppliers and
other customers;
5
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. our ability to achieve market acceptance of new services and upgrades;
. product introductions by us;
. our ability to attract, integrate and retain key personnel;
. changes in our pricing policies;
. our ability to upgrade and develop our systems and infrastructure without
disrupting our operations;
. technical difficulties with our systems or system down time;
. difficulties accessing computer reservation systems or travel suppliers'
systems; and
. costs related to the acquisition of businesses or technologies.
In addition, we expect our quarterly operating results to fluctuate due to
factors beyond our control, including:
. unforeseen events affecting the travel or electronic commerce industries;
. product introductions by our competitors;
. changes in the rate of Internet usage and electronic commerce;
. changes in inventory availability from suppliers or commission rates paid
by travel suppliers; and
. changes in the pricing policies of our competitors.
We currently expect that a majority of our revenues for the foreseeable
future will come from fees paid to us by our customers who have implemented our
ITN Global Manager and ITN FlightRez services and from commissions earned from
travel suppliers. The volume and timing of these fees and commissions are
difficult to predict because the market for our services in its infancy. As
with other companies in our industry, our operating expenses, which include
sales and marketing, research and development and general and administrative
expenses, are based on our expectations of future revenues and are relatively
fixed in the short term. As a result, a delay in generating or recognizing
revenue for any reason could cause significant variations in our operating
results from quarter to quarter and could result in greater than expected
operating losses.
In addition, we will incur significant costs related to the move of our
corporate headquarters from Palo Alto, California to Menlo Park, California,
which we accomplished in the fall of 1999. As a result, we expect our net
losses to be significantly higher for the quarter ending October 31, 1999 and
the quarter ending January 31, 2000.
Our recent acquisition of a call center will cause our gross margins to
decrease.
As a result of the acquisition of a call center in Fort Lauderdale, Florida
in July 1999 and the start-up costs associated with integrating this call
center, we expect our gross margins to decrease in the quarter ending October
31, 1999 and in subsequent quarters. Fluctuations in our operating results due
to these decreased margins will make period-to-period comparisons of our
operating results less meaningful and could cause fluctuations in our stock
price.
Our business is subject to seasonal fluctuations.
We have experienced and expect to continue to experience seasonality in our
business, reflecting seasonal fluctuations in the travel industry, Internet
usage and advertising expenditures. This seasonality will cause quarterly
fluctuations in our operating results and could significantly harm our business
and operating results. Business travel bookings typically decline during the
fourth quarter of each calendar year due to decreased business travel during
the holiday season. Consumer travel bookings typically increase during the
second quarter of each calendar year in anticipation of summer travel. Internet
usage and the rate of such usage
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typically decline during the summer. In addition, advertising sales in
traditional media, such as broadcast and cable television, generally decline in
the first and third quarters of each year. Depending on the extent to which the
Internet is accepted as an advertising medium, seasonality in the level of
advertising expenditures could become more pronounced for Internet-based
advertising.
The price per share of our stock in a previous offering was lower than the
initial public offering price.
In August and September of 1999, we sold in a private placement 1,875,423
shares of our series C preferred stock at a price of $5.125 per share and
5,041,076 shares of our series E preferred stock at a price of $12.50 per
share. Investors who purchased these shares in the private placement obtained
our stock at a lower price than will be available in this public offering.
Our results of operations will be harmed by charges associated with our payment
of stock-based compensation and charges associated with other securities
issuances by us.
We expect to incur a significant amount of amortization in future periods,
which will negatively effect our operating results. We expect to amortize
approximately $6.3 million of stock-based compensation for the quarter ending
October 31, 1999 and may incur additional amortizable charges in the future in
connection with grants of stock-based compensation at below market value. In
addition, in August and September 1999, we sold an aggregate of 1,875,423
shares of series C convertible preferred stock at a purchase price of $5.125
per share, of which 500,000 shares were repurchased in November 1999. We expect
to record a charge in an amount equal to the difference between the fair value
of the series C convertible preferred stock and the amount paid for the stock.
In August and September 1999, we issued a warrant to purchase an aggregate of
375,000 shares of common stock, a warrant to purchase an aggregate of 1,136,821
shares of series C convertible preferred stock and warrants to purchase an
aggregate of 2,160,046 shares of series E convertible preferred stock, of which
a warrant to purchase 200,000 shares of Series E convertible preferred stock
terminated in connection with the repurchase of Series C and E convertible
preferred stock in November 1999. As a result of issuing these warrants in
connection with the sale of our preferred stock, our earnings per share will be
adversely affected until the closing of this offering.
In addition, in August 1999, we issued a warrant to purchase up to 1,650,000
shares of our series C convertible preferred stock to Northwest Airlines at an
exercise price of $5.125 per share. The exercise of this warrant is subject to
the implementation of our services on Northwest Airlines' primary Web site,
www.nwa.com prior to August 27, 2001. We will record an expense for the
Northwest Airlines warrant to the extent the exercise price is lower than the
market value of our common stock if and when the specified conditions are
achieved. We cannot currently quantify the amount of this expense, however,
based on the initial public offering price of $16.00, the fair value of this
warrant is approximately $21.0 million.
Our long and variable sales cycle depends upon factors outside our control and
could cause us to expend significant time and resources prior to earning
associated revenues.
The typical sales cycle of our services is long and unpredictable, requires
pre-purchase evaluation by a significant number of employees in our customers'
organizations and involves a significant investment decision by our customers.
These lengthy sales cycles will have a negative impact on the timing of our
revenues, especially our realization of transaction revenues, and may cause our
revenues and operating results to vary significantly from period to period. Our
sales cycle is affected by the business conditions and budgetary cycles of each
prospective customer. Many of our potential customers are large enterprises
that generally take longer to make significant purchases. Moreover, a purchase
decision by a potential customer typically requires the approval of several
senior decision makers. Our sales cycle for our larger business customers and
travel suppliers is generally between six and nine months, although it has on
occasion lasted significantly longer.
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Many of our customers test the technical fit of our services prior to
entering into a full services contract with us by undertaking a pilot program.
Some of our pilot programs have taken over a year to complete and require us to
commit significant resources with no certainty that a sale will result.
We have not yet reached a definitive agreement regarding providing our
services for Northwest Airlines' primary Web site, www.nwa.com. We may not
reach a definitive agreement with Northwest Airlines or successfully implement
our services on its www.nwa.com Web site or America West Airlines' Web site.
Because implementation of our travel procurement and supply services is time
consuming, there may be significant delays between the sale and deployment of
our services.
The implementation and deployment of our services require a significant
commitment of resources by us and by our customers. Any delays may have a
negative impact on our recognition of revenues, especially our recognition of
transaction revenues, and could significantly harm our business and operating
results. Prior to full implementation, most of our customers undertake a
lengthy process to integrate our services into their systems. The timing of
deployment depends upon the:
. complexity of our customers' current systems and intended application and
the required implementation and customization efforts;
. technical and engineering capabilities of our customers;
. resources that our customers are willing to dedicate to implement travel
procurement or supply services;
. budgetary constraints of our customers;
. availability of our development, training and support organizations to
provide technical support to our customers; and
. decision by some customers to implement a pilot program prior to full
deployment of our services.
Because of the number of factors influencing the integration and deployment
processes, we expect that the period between selling our services and the time
our customers deploy applications based on our services will vary widely. We
have experienced and expect to continue to experience delays in the deployment
of our services.
The market for Internet-based travel procurement and supply services is highly
competitive and we may not be able to compete effectively.
The market for Internet-based travel procurement and supply services is new,
highly competitive and rapidly evolving, and we expect competition to intensify
in the future. Our failure to compete effectively would harm our business and
operating results. Increased competition is likely to result in price
reductions, reduced gross profits and loss of market share, any of which could
harm our revenues and operating results. We currently, or potentially may,
compete with a variety of companies. Our primary competition currently comes
from or is anticipated to come from companies in the following categories:
. providers of online travel products and services to businesses, such as
Sabre BTS, Oracle Corporation's eTravel, XTRA On Line, American Express
AXI and Microsoft;
. other online providers of indirect goods and services such as Ariba and
Commerce One; and
. traditional travel service providers, including travel agencies.
In addition, we compete with consumer Web sites, such as Microsoft's Expedia
and Sabre's Travelocity, which recently announced the acquisition of Preview
Travel.
Some of our competitors and potential competitors have longer operating
histories and significantly greater financial resources and name recognition
than we do. In addition, many of these companies have more
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technical, marketing and sales personnel and more established customer support
and professional services organizations than we do. They may also enter into
strategic or commercial relationships with larger, more established and well-
financed companies.
Furthermore, as new participants enter the online travel procurement and
supply market, we will face increased competition. Potential competitors, such
as online providers of indirect goods and services, may incorporate online
travel-related services into their existing product offerings. It is also
possible that new competitors or alliances among our competitors may emerge and
rapidly acquire significant market share. Our competitors may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements than we can, which could cause our services to become obsolete.
We rely on United Air Lines for a significant portion of our transaction
revenues, and the termination of this relationship would adversely affect our
business.
United Air Lines, one of our principal stockholders, has been our primary
travel supplier customer since November 1997. Any disruption of our
relationship with United Air Lines could leave us with excess overhead, as well
as with a loss of significant revenue, either of which would significantly harm
our business and operating results as well as our reputation for providing
services to travel suppliers. In fiscal 1999 and for the six months ended July
31, 1999, we derived $1.5 million and $1.9 million directly and zero and
$319,000 indirectly from United Air Lines, accounting for an aggregate of 24.8%
and 39.5% of our total revenues. During these periods, United Air Lines has
also accounted for substantially all of our revenues from our travel supplier
customers. We expect that in the near term the percentage of our revenues
derived from United Air Lines will increase. Our services agreement with United
Air Lines can be terminated by us or United Air Lines for any reason by
providing the other party with notice 180 days prior to termination. In
addition, as our primary customer, we dedicate a significant amount of our
resources to United Air Lines. The public filings of UAL Corporation, the
parent of United Air Lines, can be found at www.sec.gov. UAL Corporation is
traded under the symbol "UAL", and its file number under the Exchange Act of
1934, as amended, is 001-06033. The information contained in any filings by UAL
Corporation is not a part of this prospectus.
We may not be able to significantly increase the use of our services after our
services have been implemented by our customers.
If the use of our services does not increase significantly, we may not be
able to achieve or sustain growth in our business. Employees of our business
customers and patrons of our travel supplier customers and other customers have
been slow to increase the use of our services after implementation. The
adoption of our services is largely outside of our control and primarily
dependent on our customers' efforts and ability to promote the use of our
services. Furthermore, any failure to increase the use of our services would
limit our ability to increase revenues from customers, which would
significantly harm our business and operating results.
Two of our recent advertisements contain statements that may not be accurate.
We have run an advertisement as recently as September 27, 1999 that states
that we process more Internet-based business to business travel transactions
than anyone. We have not substantiated the statements in the advertisement. As
a result, this claim may not have been accurate when originally released, and,
if it were accurate at that time, it may no longer be accurate. If this
statement is no longer accurate, it could indicate a loss of market share,
which could significantly harm our business and operating results. In addition,
another of our advertisements states that businesses can achieve adoption rates
of 50% to 61% by using our services. This claim is based on the experience of
only one of our customers and not of our other customers, which have
experienced much lower rates.
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We have limited experience with widespread deployment of our travel procurement
and supply services.
If we cannot support large-scale deployments, our business and operating
results will be significantly harmed. Only a limited number of our customers
have deployed ITN Global Manager and ITN FlightRez on a large scale. Our
primary source of revenue is expected to come from transaction fees derived
from the use of ITN Global Manager and ITN FlightRez; therefore, our ability to
support large numbers of transactions is critical to our success. Our ability
to provide effective and timely support for our services depends on our ability
to:
. attract, train, integrate and retain sufficient engineering personnel;
. establish effective customer support and technical organizations;
. enhance our systems and technology to add functionality and scalability;
. provide sufficient training to our customers, including training on
systems usage and Web site configuration;
. test and document the performance of our systems;
. provide adequate data storage; and
. efficiently integrate our technology with the systems of our customers.
In addition, our customers require ITN Global Manager and ITN FlightRez to be
highly scalable. We must be able to rapidly accommodate a large increase in the
number of users. If we are unable to achieve this level of scalability in a
timely manner, our business and operating results could be significantly
harmed.
We have experienced significant growth in our business in recent periods, and
failure to manage our growth could strain our management and other resources.
We may fail to successfully offer our services and develop new customer
relationships, which could significantly harm our business and operating
results. In addition, we are integrating the operations of our recently
acquired call center in Fort Lauderdale, Florida, moving our headquarters from
Palo Alto, California to Menlo Park, California and planning to establish an
engineering development facility in Dallas, Texas. These efforts will be
expensive and will put a significant strain on our management and other
resources. We continue to increase the scope of our operations and grow our
headcount substantially. At January 31, 1998, we had a total of 74 employees,
and at October 15, 1999, we had a total of 271 employees. We expect to hire a
significant number of new employees in the near future. This growth has placed,
and our anticipated future operations will continue to place, a significant
strain on our management, systems and resources and on our internal training
capabilities. If we fail to effectively manage our growth, our business and
operating results will be significantly harmed.
We may not be able to develop the necessary infrastructure or hire the required
personnel to manage our growth, which could result in the disruption of our
operations.
To manage future growth effectively, we must maintain and enhance our
financial and accounting systems and controls, manage expanded operations and
attract, train, integrate and retain key employees, including those in our
engineering, operations and executive management organizations. These key
employees include Gadi Maier, our president and chief executive officer,
Kenneth R. Pelowski, our chief financial officer and chief operating officer,
Eric Sirkin, our vice president of engineering, and Daniel Whaley, our chief
technical officer. We currently have a relatively small professional services
and customer support organization. We will need to increase our customer
service and support staff to serve new customers and the expanding needs of our
existing customers. However, hiring qualified professional services and
customer support personnel, as well as sales, marketing, administrative and
research and development personnel, is very competitive in our industry,
particularly in the San Francisco Bay Area, where we are headquartered, due to
the high demand for people with
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the necessary technical skills and understanding of the Internet. We expect to
face greater difficulty attracting these personnel with equity incentives as a
public company than we did as a privately held company. We may not be able to
attract, integrate, assimilate or retain highly qualified personnel in the
future. Our business will not continue to grow and could be significantly
harmed if we are unable to attract qualified personnel.
Our operating results are substantially dependent on the success of ITN Global
Manager and ITN FlightRez, and a reduction in sales or our inability to
significantly increase sales of our services, including sales of our ITN Global
Manager and ITN FlightRez, would significantly harm our business.
We expect to derive a substantial portion of our revenues from ITN Global
Manager and ITN FlightRez, and we have not yet generated any profits from sales
of these services. If we are unable to generate significant revenues from
either ITN Global Manager or ITN FlightRez, or if we are unable to generate
profits from these services, our business and operating results would be
significantly harmed. In the six months ended July 31, 1999 and in the fiscal
year ended January 31, 1999, ITN Global Manager and ITN FlightRez collectively
accounted for 54.8% and 45.7% of our total revenues, and we expect this
dependence to remain the same or increase in the future. We need to
significantly increase sales of our services, including sales of ITN Global
Manager and ITN FlightRez. Our services may not successfully compete with those
of our competitors, and we may not be able to enhance our services or develop
new services to meet customer needs. In addition, we have in the past offered
equity rights to potential customers in connection with the sale of our
services. In the future, we expect to decrease offering equity rights to these
potential customers which may make sales of our services more difficult.
Furthermore, businesses and travel suppliers may choose to develop their own
Internet-based travel services.
We have received a high level of complaints regarding our traveler support
services.
Any failure to improve the support we provide to travelers could
significantly harm our business and operating results. Travelers and customers
seeking telephone customer support from us have experienced delays before being
connected to our traveler support staff. In addition, our traveler support
staff has not always been able to answer travelers' questions. This problem has
become more pronounced due to the increasing complexity of travel services
provided, such as the integration of affinity programs. As a result, we have
received an increased number of complaints regarding our traveler support
services. We recently purchased an additional call center in Fort Lauderdale,
Florida, but this call center may not be fully operational until the end of
1999. The operations of this call center may not be integrated into our
business in a timely or effective manner. Our two call centers may not
sufficiently handle future growth. Furthermore, unless our traveler support
staff is adequately trained to effectively respond to travelers' questions,
travelers may continue to experience frustration with our traveler support,
which could lead to a loss of business.
We rely on suppliers of travel services and products for our revenues, and
these suppliers are not obligated to use our services or pay us commissions.
We are dependent on airlines, hotels, car rental companies and other
providers of travel services in order to offer our business customers access to
travel products and services. If these travel suppliers restrict our access to
their products and services or otherwise make our services unnecessary or less
attractive to travelers, we would experience significant harm to our business
and operating results. None of these suppliers are obligated to sell their
products or services through us. Some travel service providers may decide not
to sell their services online or through our services. Some travel service
providers have initiated direct online distribution channels and, in some
cases, have offered reduced rates directly to major business customers.
Revenues derived from some of our customers are dependent on the commissions
customarily paid by travel suppliers for purchases made through our travel
procurement services. These travel suppliers are not obligated to pay any
specified commissions or to pay commissions at all. As a result, travel
suppliers may reduce current commission rates or eliminate such commissions
entirely, which could significantly harm our business and operating results.
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Our travel procurement services depend on our ability to access computer
reservation systems.
Our travel procurement services are limited to those travel suppliers whose
services and products are available through the computer reservation systems we
access. These travel suppliers may not continue to sell services or products
through the computer reservation systems to which we have access. In addition,
we may not be able to extend our existing relationships to a wider array of
travel services or maintain or establish new relationships with computer
reservation systems. Our failure to do so would significantly harm our business
and operating results.
Of the Web sites we provide services to, approximately 66% use the Galileo
International computer reservation system. If our agreement to use the Galileo
International system were terminated, we would be unable to process travel
transactions for a significant number of our customers. Our agreement with
Galileo terminates on June 30, 2001, although either party to the agreement may
terminate the agreement if the other party becomes insolvent or ceases or
suspends its operations, or if the other party fails to perform its obligations
under the agreement and this failure continues for a period of 30 business
days. In addition, we currently do not have a direct connection with the Sabre
computer reservation system. Companies seeking to use our services through the
Sabre computer reservation system need to provide their own connection to
Sabre. As a result, companies using Sabre may find our services less
attractive.
A decline in the travel industry will significantly harm our business.
Our business and future growth are dependent on the travel industry. We
currently derive substantially all of our revenues from our Internet-based
travel procurement and supply services. Any decline in the travel industry
would significantly harm our business and operating results. The travel
industry is sensitive to changes in economic conditions and tends to decline
during general economic downturns and recessions. The travel industry is also
highly susceptible to events beyond our control, such as fuel price escalation,
travel related accidents, extreme weather conditions, labor disputes, terrorist
activities, the outbreak or threat of military hostilities and other adverse
occurrences.
Our strategy to provide our services in the market for Internet-based
procurement and supply of indirect goods and services is unproven and may fail.
One of our strategies is to apply our existing expertise in the travel market
to provide services for the Internet-based procurement and supply of other
indirect goods and services. For example, we may provide Web sites through
which companies, such as telecommunications and information technology
companies, can supply their goods and services. The pursuit of this strategy
may cause us to expend significant time and resources on the development of new
services. However, this strategy may not be successful. If we are unsuccessful,
we may not be able to recover the costs and expenses associated with developing
and implementing this strategy. In addition, the time and attention of our
management will have been diverted. Consequently, our business and operating
results may be significantly harmed.
In addition, the markets for Internet-based procurement and supply of
indirect goods and services are extremely competitive. When and if we enter
markets for the Internet-based procurement and supply of indirect goods and
services other than travel, we may not be able to compete successfully. Several
companies have been competing in the Internet-based procurement and supply of
indirect goods and services markets for the past several years and consequently
have a larger customer base than we do. We may not be successful in selling our
services to their existing customers or competing for future customers. We
expect that competition in these markets will intensify as current competitors
expand their product offerings and new competitors enter these markets. Because
there are relatively low barriers to entry in the electronic commerce market,
competition from other established and emerging companies may develop in the
future.
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Our strategy to expand internationally may not succeed and makes us much more
susceptible to risks from international operations.
We intend to increase our international sales capabilities and operational
presence. However, we may not successfully increase our international sales
capabilities and operations. Our international business activities are subject
to a variety of risks, including:
. reduced intellectual property protection in some countries could allow
others using our technology to compete against us or otherwise
misappropriating our intellectual property;
. the incurrence of significant penalties if we do not comply with a wide
variety of complex foreign laws and treaties;
. difficulty in integrating international operations with existing
operations;
. difficulty in staffing and managing international operations;
. the loss of revenues and asset values resulting from currency
fluctuations;
. higher costs due to licenses, tariffs and other trade barriers;
. longer sales and payment cycles and greater difficulties in collecting
accounts receivable; and
. interruptions in our operations due to political and economic
instability.
The expansion of our international sales capability and operations, will
require significant capital and other resources, may divert the attention of
our management and will further expose us to these risks. To date, we have not
adopted a hedging program to protect us from risks associated with currency
fluctuations. To the extent that we are unable to successfully expand
internationally or manage the expansion of our business into international
markets, our business and operating results could be harmed.
Our executive officers and certain key personnel are critical to our business,
and many of these officers and key personnel have only recently joined us and
may not remain with us in the future.
The loss of one or more of our executive officers or other key personnel
could significantly harm our business and operating results. Any of our
officers or key personnel can quit at any time, and we cannot prevent them from
joining our competitors or otherwise competing with us. If we are unable to
retain or integrate any key personnel, or if any key personnel join a
competitor or otherwise compete with us, our business and operating results
could be significantly harmed. Our future success depends on the continued
services and performance of our senior management and other key personnel,
particularly Gadi Maier, our president and chief executive officer, and Ken
Pelowski, our chief operating officer and chief financial officer. Almost all
of our senior management joined us recently, including Mr. Maier, who joined us
in December 1998, and Mr. Pelowski, who joined us in April 1999. In addition,
between December 1998 and May 1999, we hired our vice presidents of
engineering, human resources, sales and services. In November 1999, we promoted
one of our employees to vice president of marketing. Because our management
team has only worked together for a short period of time, we do not know if our
managers will effectively integrate into our operations or work well together.
We do not have "key person" life insurance policies covering any of our
employees.
We rely on Exodus Communications to host and maintain our systems.
We rely on Exodus Communications to provide us with and maintain the
facilities, power and climate control necessary to operate our computer
hardware and software. If Exodus Communications fails to adequately host or
maintain our systems, our services could be disrupted and our business and
operating results could be significantly harmed. Exodus Communications
currently provides these hosting and maintenance services for our computer
hardware used to process travel-related transactions. Our agreement with Exodus
Communications has a term of six months and is automatically renewable for
additional six month terms. This agreement may be terminated by either party
upon 60 days' notice to the other party.
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We incorporate software licensed from third parties and any defects or
significant interruption in the availability of these products could harm our
business.
We rely on third-party software for the development of our products and
services. For example, we use Netscape Enterprise Server to configure
presentation layers of each unique Web site, and our platforms are based on
commercially-supported versions of the UNIX operating system. Some of the
software we license from third parties would be difficult to replace. This
software may not continue to be available on commercially reasonable terms or
at all. The loss or inability to maintain any of these technology licenses
could result in delays in the sale of our services until equivalent technology,
if available, is identified, licensed and integrated. Such delays could harm
our business. We may not be able to replace the functionality provided by
third-party software currently offered with our services if that software is
found to be obsolete, defective or incompatible with future versions of our
services or if that software is discontinued or upgraded in such a way that it
becomes incompatible with our services. In addition, if this third-party
software is not adequately maintained or updated it may become incompatible
with our current services. The absence of, or any significant delay in, the
replacement of third-party software could result in delayed or lost sales and
increased costs and could harm our business and operating results.
We may not be able to develop services that contain the features and
functionality our customers demand.
If we fail to accurately determine the features and functionality that our
customers require and enhance our existing services or develop new services,
our current and potential customers will not buy them. Any failure to develop
services that contain the features and functionality our customers demand could
harm our business and operating results. To date, we have designed our services
based in large part on feedback from a limited number of current and potential
customers. Therefore, the features and functionality of our services may not
adequately satisfy future customer demands. Some of our customers may also
require us to develop customized features or capabilities, which would increase
our costs and consume our limited resources. In addition, we may not be able to
develop customized features in a cost-effective manner.
If we do not respond to rapid technological changes by introducing new
services, our services could become obsolete and our business would be
seriously harmed.
The development of our services entails significant technical, financial and
business risks. We may not be able to successfully implement new technologies
or adapt our services to customer requirements or emerging industry standards.
The Internet and electronic commerce are characterized by:
. rapid technological change;
. changes in user and customer requirements and preferences;
. frequent new product and service introductions embodying new
technologies; and
. the emergence of new industry standards and practices.
Any of these factors could render our services obsolete.
If we fail to modify or improve our services in response to evolving industry
standards, our services could rapidly become obsolete, which would harm our
business and operating results. Uncertainties related to the timing and nature
of new product announcements, introductions or modifications by vendors of
operating systems, applications software and Internet browsers could harm our
business and operating results.
If the protection of our trademarks and other proprietary rights is inadequate,
our business could be harmed.
Our means of protecting our proprietary rights may not be adequate. We rely
on trademark and copyright law, trade secret protection and confidentiality or
license agreements with our employees, customers, partners
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and others to protect our proprietary rights. These legal protections afford
only limited protection for our trade secrets and other intellectual property.
In addition, effective patent, trademark, service mark, copyright and trade
secret protection may not be available in every country in which we offer our
services. Unauthorized parties may attempt to copy or otherwise obtain and use
our services or technology and our competitors could independently develop
similar technology.
We have filed applications for United States trademark registrations for,
among other trademarks, "GetThere," "ITN Global Manager" and "ITN FlightRez."
We may not be able to secure these registrations. It is also possible that our
competitors or others will adopt service names similar to ours, thereby
impeding our ability to build brand identity and possibly leading to customer
confusion. Furthermore, the relationship between regulations governing domain
names and laws protecting trademarks and similar proprietary rights is unclear.
Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our
trademarks and other proprietary rights.
Policing unauthorized use of our intellectual property is difficult, and we
cannot be certain that the steps we have taken will prevent misappropriation of
our technology. Furthermore, litigation may be necessary in the future to
enforce our intellectual property rights, to protect our trade secrets and
domain names and to determine the validity and scope of the proprietary rights
of others. If third parties prepare and file applications in the United States
that claim trademarks used or registered by us, we may oppose those
applications and be required to participate in proceedings before the United
States Patent and Trademark Office to determine priority of rights to the
trademarks, which could result in substantial costs to us. Any litigation,
arbitration or priority proceeding to protect our trademarks and other
proprietary rights, even if not adverse, could result in substantial costs,
diversion of development resources and diversion of technical and management
personnel and could significantly harm our business and operating results.
Our business may be harmed if we are found to infringe proprietary rights of
others.
Third parties may claim infringement by us with respect to past, current or
future proprietary rights. We expect that participants in our industry will be
increasingly subject to infringement claims as the number of services and
competitors in our industry segment grows. Any such claim, whether meritorious
or not, could be time-consuming, result in costly litigation or arbitration and
diversion of technical and management personnel or require us to develop non-
infringing technology or to enter into royalty or licensing agreements. Such
royalty or licensing agreements, if required, may not be available on terms
acceptable to us, or at all, and could significantly harm our business and
operating results.
We may be subject to potential trade name or trademark infringement claims
brought by owners of other registered trademarks or trademarks that incorporate
variations of the terms GetThere, ITN Global Manager, ITN FlightRez or GT
Exchange. Any claims or customer confusion related to our trademarks, or our
failure to obtain trademark registration, would harm our business. We are aware
of a pending trademark application in the European Union filed by a company for
the mark GETTHERE!. We have discussed the rights related to this mark with this
company, but we have not resolved this matter. If it is determined that this
mark is validly held by this company, we may be unable to use the mark in the
European Union, which could significantly harm our ability to expand our brand
awareness and business operations in the European Union. We also use, and our
customers use, trade names, trademarks and other similar intellectual property
of travel suppliers on Web sites supported or hosted by us. This use may result
in claims of infringement or misuse brought by the owners of this intellectual
property. Any claims or disputes of this type may also damage the relationships
we have with travel suppliers and preclude us from using travel supplier trade
names and other intellectual property, either of which could significantly harm
our business and operating results.
If we engage in acquisitions, we will incur a variety of costs, and the
anticipated benefits of the acquisition may never be realized.
We have acquired and may in the future attempt to acquire businesses,
technologies, services or products that we believe are a strategic fit with our
business. No material acquisition is currently being pursued. The
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process of integrating an acquired business, technology, service or product may
result in unforeseen operating difficulties and expenditures and may divert
significant management attention from the ongoing development of our business,
which could impair our relationships with our current employees, customers and
strategic partners. Moreover, we may be unable to maintain uniform standards,
controls, procedures and policies in connection with any acquisition, and we
may fail to realize the anticipated benefits of any acquisition. Future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and amortization
expenses related to goodwill and other intangible assets, any of which could
significantly harm our business and operating results.
In addition, recent proposed changes in the Financial Accounting Standards
Board rules for merger accounting may affect our ability to make acquisitions
and harm our business results if we complete any acquisitions. For example,
elimination of the "pooling" method of accounting for mergers could increase
the amount of goodwill that we would be required to record if we merge with
another company, which would significantly harm our future operating results.
Furthermore, accounting rule changes that reduce the availability of write-offs
for in-process research and development costs in connection with an acquisition
could result in the capitalization and amortization of such costs and
negatively impact our operating results in future periods.
Year 2000 issues present technological risks, could cause disruptions to our
business and could harm our sales.
We may experience negative consequences from year 2000 problems, including
material costs caused by undetected errors or defects in the technology used in
our internal systems. Many currently installed computer systems and software
products are coded to accept only two digit entries in the date code field.
Beginning in the year 2000, these code fields will need to accept four digit
entries to distinguish the year 2000 and 21st century dates from other 20th
century dates. If we fail to adequately address year 2000 issues, or third
parties that maintain our systems, such as Exodus Communications, fail to
adequately address year 2000 issues, we may be unable to provide services to
our customers, which would be similar to experiencing a general Internet
failure. Moreover, if our competitors do not experience similar year 2000
problems, we will be at a relative competitive disadvantage. This competitive
disadvantage could result in:
. delay or loss of revenues;
. cancellation of customer contracts;
. diversion of development resources;
. diversion of technical and management personnel;
. damage to our reputation;
. increased service and warranty costs; and
. litigation costs.
Our internal systems, including those used to deliver our services, utilize
third-party hardware and software which may contain year 2000 problems. In
addition, the external systems on which we rely, such as computer reservation
systems, may not be year 2000 compliant, which may significantly harm our
business and operating results. If we discover that any of our systems need
modification, or any of our third-party hardware and software is not year 2000
compliant, we will try to make modifications to our systems on a timely basis.
We cannot assure you that we will be able to modify these products, services
and systems in a timely, cost-effective or successful manner, and the failure
to do so could significantly harm our business and operating results.
Software defects could impair our ability to provide our services to our
customers.
Complex proprietary technology like ours frequently contain defects or errors
that may be detected only when the technology is in use. Further, we often
render implementation, consulting and other technical
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services, which typically involve working with sophisticated software,
computing and networking systems. From time to time, we experience software
bugs which disrupt our operations. We could fail to meet project milestones in
a timely manner or meet customer expectations as a result of any defects or
errors. Any defect or failure to meet project milestones for services could
result in loss of or delay in revenues, loss of market share, failure to
achieve market acceptance, diversion of development resources, harm to our
reputation, increased insurance costs or increased service and warranty costs.
To address these problems, we may need to expend significant capital and
resources that may not have been budgeted, and such problems may divert
technical and management personnel, which could significantly harm our business
and operating results.
Online security failures could harm our business and operating results.
The secure transmission of confidential information over the Internet is a
significant risk to electronic commerce, and any failure by us to provide
effective security would lead to a loss of customers. Advances in computer
capabilities, new discoveries in security technology, breakdowns in our
security technology or other events or developments may result in a compromise
or breach of the algorithms we use to protect customer and transaction data.
Our servers are vulnerable to such security breaches, which could lead to
interruptions in our business, delays in access to our services, loss of data
or the inability to accept and confirm customer reservations. A third party
that is able to circumvent our security systems could steal customer data or
other confidential or proprietary information or cause interruptions in our
operations or those of our customers, thus causing damage to our reputation and
loss of customers. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential or
proprietary customer information. Our insurance coverage may not be adequate to
reimburse us for losses caused by security breaches, and our security measures
may not prevent security breaches. As a result, we may be required to expend a
significant amount of financial and other resources to protect against security
breaches or to alleviate any problems that they may cause. These issues may
divert technical and management personnel. Security concerns and security
breaches of our services, as well as the products and services of others, could
significantly harm our business and operating results.
Our systems are subject to external events that may impact our ability to
conduct our business operations.
Currently, some of our systems are located in leased facilities in Palo Alto,
California and some are hosted by Exodus Communications in Santa Clara,
California and Sterling, Virginia. Our systems and operations are vulnerable to
damage or interruption from fire, flood, power loss, telecommunications
failure, break-in, earthquake and similar events. Palo Alto and Santa Clara are
located on a primary fault line. We currently do not have a disaster recovery
plan and do not carry sufficient business interruption insurance to compensate
us for losses that may occur.
Product liability claims could harm our business.
Our customers utilize our services for their travel procurement and supply
needs. Any errors, defects or other performance problems could result in
financial or other damages to our customers and prompt them to bring a product
liability claim against us. A product liability claim brought against us, even
if unsuccessful, would likely result in substantial costs and diversion of
resources, management and other personnel and could significantly harm our
business and operating results.
If we experience significant credit card fraud, we will incur increased costs.
If we fail to adequately control fraudulent credit card transactions, our
revenues and results of operations would be harmed because we do not carry
insurance against this risk. Under current credit card practices, we are liable
for fraudulent credit card transactions because we do not obtain a cardholder's
signature.
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Our officers, directors and entities affiliated with our officers and directors
will beneficially own approximately 38% of our common stock following the
completion of this offering.
Our executive officers, directors and entities affiliated with our executive
officers and directors will, in the aggregate, beneficially own approximately
38% of our outstanding common stock following the completion of this offering.
If they act together, they will be able to influence matters requiring
stockholder approval, including the election of directors and the approval of
mergers or other business combination transactions. To the extent these
stockholders can prevent the approval of a merger or acquisition, other
stockholders may not be able to recognize a premium on their shares.
United Air Lines and American Express will have significant influence over our
management and business decisions.
Covia, a wholly owned subsidiary of United Air Lines and the beneficial owner
of approximately 28% of our common stock following the completion of this
offering, holds an option to purchase one share each of our series D1 and
series D2 convertible preferred stock which, if exercised, would provide Covia
the right to elect two members to our board of directors. Consequently, Covia
could have significant influence over our management and business decisions.
American Express, the beneficial owner of approximately 15% of our common
stock following the completion of this offering, holds one share of our series
D3 convertible preferred stock and has the right to elect one representative to
our board of directors.
We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company.
Provisions of our certificate of incorporation, bylaws and Delaware law could
make it more difficult for a third party to acquire us, even if doing so would
be beneficial to our stockholders. See "Description of Capital Stock." We have
implemented a classified board. In addition, some of our stockholders,
including United Air Lines, American Express and America West Airlines are
subject to a standstill agreement preventing them from acquiring more than a
specified percentage of our voting securities. This standstill agreement will
have the effect of making it more difficult for these stockholders to acquire
us.
We do not intend to pay any dividends.
We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. In
addition, our lending facilities contain certain restrictions on our ability to
pay dividends.
Risks Related to the Electronic Commerce Market
Our business depends upon online travel procurement achieving market
acceptance.
The online market for travel products and services is in its infancy. Any
failure to achieve acceptance of our online travel services could significantly
harm our business and operating results. We may not be able to convince a large
number of businesses to utilize online travel procurement methods instead of
traditional methods. Furthermore, businesses that have implemented our online
services experience low adoption rates by their employees. Specific factors
that could prevent widespread business acceptance of online travel procurement
methods include:
. competition from traditional travel procurement systems, such as travel
agencies;
. entrenched travel procurement systems;
18
<PAGE>
. failure to provide adequate customer service;
. reliability of access to the Internet;
. lack of security on the Internet; and
. the development of Internet infrastructure and performance.
As a result of such factors, we may not be able to gain commercial acceptance
of our online travel services.
Our revenues may decrease if Internet usage growth or Internet infrastructure
development does not occur as projected.
The use of the Internet as a means of transacting business is relatively new
and has not been accepted by all customers in the markets we have targeted. As
a result, the market may not accept products and services that rely on the
Internet, such as ours. If the growth rate of Internet usage in our targeted
markets is less than expected our revenues will suffer. The Internet as a means
of conducting business may not continue to grow at a rate similar to its
historical rate, if at all.
In addition, the Internet may not be accepted as a viable long-term
commercial marketplace for a number of reasons, including potentially
inadequate development of the necessary network infrastructure or delayed
development of enabling technologies and performance improvements. Our success
will depend, in large part, upon third parties maintaining the Internet
infrastructure to provide a reliable network backbone with the speed, data
capacity, security and hardware necessary for reliable Internet access and
services. The recent growth in Internet traffic has caused frequent periods of
decreased performance. The infrastructure may not be able to support these
demands and the performance and reliability of the Internet may decline. If
outages or delays on the Internet occur frequently or increase in frequency,
overall Internet usage including usage of our services could grow more slowly
or decline. Our ability to increase the speed and scope of our services to
customers is ultimately limited by and depends upon the speed and reliability
of both the Internet and our customers' internal networks. Furthermore, changes
in, or insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally and by our customers in particular. Consequently, the
emergence and growth of the market for our services depends upon improvements
being made to the entire Internet infrastructure as well as to our individual
customers' networking infrastructures to alleviate overloading and congestion.
If these improvements are not made, the ability of our customers to utilize our
services will be hindered, which will significantly harm our business and
operating results.
Future regulation of the Internet may slow its growth, resulting in decreased
demand for our services and increased costs of doing business.
Laws governing the Internet remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and to what extent existing laws such as those governing intellectual property,
privacy, libel and taxation apply to the Internet. In addition, the growth and
development of the market for online commerce may prompt calls for more
stringent consumer protection laws, both in the United States and abroad, the
result of which may be to impose additional burdens on companies conducting
business online. The adoption or modification of laws or regulations relating
to the Internet could significantly harm our business and operating results.
Risks Related to this Offering
There has been no prior market for our common stock, and the price of our stock
will be volatile.
Before this offering, there was no public trading market for our common
stock, and an active trading market for our common stock may not develop or be
sustained after this offering. The initial public offering price may not be
indicative of the price that will prevail in the public market after this
offering. The public market price of our common stock could fall below the
initial public offering price.
19
<PAGE>
In addition, the market price for our common stock is likely to be highly
volatile, particularly since the market for Internet-related stocks has
experienced extreme price and volume fluctuations. We expect our stock price to
be subject to wide fluctuations as a result of a variety of factors, including
factors beyond our control. Such factors include:
. actual or anticipated variations in our quarterly operating results;
. announcements of technological innovations or new products or services by
us or by our competitors;
. publicity about our company, our services, our competitors or electronic
commerce in general;
. conditions or trends in the Internet and electronic commerce industries;
. changes in the economic performance and/or market valuations of other
Internet, electronic commerce or travel companies;
. announcements by us or by our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments;
. additions or departures of key personnel;
. releases of lock-up or other transfer restrictions on our outstanding
shares of common stock or sales of additional shares of common stock; and
. potential litigation.
Because of this volatility, it is likely that we will fail to meet the
expectations of our stockholders at some time in the future, resulting in a
decline in our stock price.
Future sales of shares could affect our stock price.
If our stockholders sell substantial amounts of our common stock in the
public market following this offering, the market price of our common stock
could fall. Such sales also might make it more difficult for us to sell equity
or equity-related securities in the future, at a time and price that we deem
appropriate. Based on shares outstanding as of October 15, 1999, upon
completion of this offering we will have outstanding 31,345,425 shares of
common stock, assuming no exercise of the underwriters' over-allotment option
and assuming the repurchase of 500,000 shares of series C convertible preferred
stock and 200,000 shares of series E convertible preferred stock in November
1999. In addition to the shares being sold in this offering, approximately
19,266,847 shares will be eligible for sale in the public market after the date
of this prospectus.
Investors in this offering will suffer immediate and substantial dilution.
The initial public offering price of our common stock is substantially higher
than the book value per share of our outstanding common stock. As a result,
based upon the initial public offering price of $16.00 per share, if you
purchase common stock in this offering, you will incur immediate, substantial
dilution in pro forma net tangible book value of $11.50 per share. In addition,
we have issued options and warrants to acquire common stock at prices
significantly below the initial public offering price of our common stock. In
particular, after this offering we will have outstanding warrants to purchase
7,504,503 shares of our common stock. To the extent these outstanding options
and warrants are ultimately exercised, there will be further dilution to
investors in this offering.
We have substantial discretion as to how to use the proceeds from this
offering.
Our management has broad discretion as to how to spend the proceeds from this
offering and may spend the proceeds in ways with which our stockholders may not
agree. We cannot predict that investments of the proceeds will yield a
favorable or any return.
20
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the individual Registered Stockholders will be borne by such
Registered Stockholders.
REGISTERED STOCKHOLDERS
The Reoffer Prospectus relates to shares of Common Stock which have
been acquired by certain key employees and family trusts of key employees (the
"Registered Stockholders") of the Company. Registered Stockholders acquired
shares of Common Stock to be offered hereunder pursuant to the exercise of
options granted under the 1996 Stock Incentive Plan.
The following table sets forth certain information with respect to the
Registered Stockholders as of November 29, 1999:
<TABLE>
<CAPTION>
Number of
Number of Shares to be Number of Shares
Registered Stockholder's Position with Shares Owned offered Owned After
Stockholder Company Before Offering Hereby Offering*
---------------------------- ------------------------------- ---------------- ------------- -----------------
<S> <C> <C> <C> <C>
1% Holders and others:
Gadi Maier President, Chief Executive 745,000 745,500 0
Officer and Director
Eric Sirkin Vice President of Engineering 280,000 280,000 0
Daniel Whaley Chief Technical Officer and 1,240,000 315,000 925,000
Director
Kenneth R. Pelowski Chief Operating Officer, Chief 625,000 625,000 0
Financial Officer and Director
Other Registered Stockholders Employees and family trusts of N/A 270,040 N/A
holding less than 1% of the employees
Capital Stock
</TABLE>
--------------------------------------------------------------------------------
* Assumes sale of all of the shares offered; however, the Registered Stockholder
may or may not sell all or any of the offered shares.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Reoffer Prospectus are
being registered by the Company for the account of the Registered Stockholders.
The Selling Stockholders may sell the shares in one or more
transactions (which may involve one or more block transactions) on the Nasdaq
National Market, in sales occurring in the public market off such system, in
privately negotiated transactions or in a combination of such transactions. Each
such sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. The Selling Stockholders may sell some or all of
the shares in transactions involving broker-dealers, who may act as agent or
acquire the shares as principal. Any broker-dealer participating in such
transactions as agent may receive commissions from the Selling Stockholders
(and, if they act as agent for the purchaser of such shares, from such
purchaser). The Selling Stockholders will pay usual and customary brokerage
fees. 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 principals any unsold shares at the price required to fulfill the
respective broker-dealer's commitment to the Selling Stockholders. Broker-
dealers who acquire shares as principals may thereafter resell such shares from
time to time in transactions (which may
21
<PAGE>
involve cross 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, negotiated transactions 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.
To the knowledge of the Company, there is currently no agreement with
any broker or dealer respecting the sale of the shares offered hereby. Upon the
sale of any such shares, the Selling Stockholders or anyone effecting sales on
behalf of the Selling Stockholders may be deemed an underwriter, as that term
is defined under the Securities Act of 1933, as amended. The Company will pay
all expenses of preparing and reproducing this Reoffer Prospectus, but will not
receive the proceeds from sales by the Registered Stockholders. Sales will be
made at prices prevailing at the time of such sales.
The Company is bearing all costs relating to the registration of the
shares. Any commissions or other fees payable to broker-dealers in connection
with any sale of the shares will be borne by the Selling Stockholders or other
party selling such shares. In order to comply with certain states' securities
laws, if applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such
state, or unless an exemption form registration or qualification is available
and is obtained.
22
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
GetThere.com, Inc. hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:
(a) GetThere.com, Inc.'s prospectus filed with the Commission under Rule
424(b) under the Securities Act of 1933, as amended (the "1933 Act"),
in connection with Registration Statement No. 333-87161 on Form S-1
filed with the Commission on September 15, 1999, together with any and
all amendments thereto, in which there is set forth audited financial
statements for GetThere.com, Inc.'s fiscal years ended January 31,
1998 and 1999; and
(b) The GetThere.com, Inc.'s Registration Statement No. 000-28105 on Form
8-A filed with the Commission on November 15, 1999, together with all
amendments thereto, pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act") in which there is described
the terms, rights and provisions applicable to the Company's
outstanding Common Stock.
All of such documents are on file with the Commission. All documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities to be offered pursuant hereto have been sold or
which deregisters all such securities then remaining unsold shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents.
INDEMNIFICATION
Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article Six of
GetThere.com, Inc.'s Bylaws provides for mandatory indemnification of its
directors and officers and permissible indemnification of employees and other
agents to the maximum extent permitted by the Delaware General Corporation Law.
GetThere.com, Inc.'s Amended and Restated Certificate of Incorporation provides
that, pursuant to Delaware law, its directors shall not be liable for monetary
damages for breach of the directors' fiduciary duty as directors to the
GetThere.com, Inc. and its stockholders. This provision in the Amended and
Restated Certificate of Incorporation does not eliminate the directors'
fiduciary duty, and in appropriate circumstances equitable remedies such as
injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to GetThere.com, Inc. for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. GetThere.com, Inc. has
entered into Indemnification Agreements with its officers and directors. The
Indemnification Agreements provide GetThere.com, Inc.'s officers and directors
with further indemnification to the maximum extent permitted by the Delaware
General Corporation Law.
23
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
GetThere.com, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Registrant's prospectus filed with the SEC pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "1933 Act"), in
connection with the Registration Statement No. 333-87161 on Form S-1
filed with the SEC on September 15, 1999, together with any and all
amendments thereto, in which there is set forth audited financial
statements for the Registrant's fiscal years ended January 31, 1998
and 1999; and
(b) The Registrant's Registration Statement No. 000-28105 on Form 8-A
filed with the SEC on November 15, 1999, together with all amendments
thereto, pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "1934 Act") in which there is described the
terms, rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Article Six of
the Registrant's Bylaws provides for mandatory indemnification of its directors
and officers and permissible indemnification of employees and other agents to
the maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Amended and Restated Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty as directors to the Registrant and
its stockholders. This provision in the Amended and Restated Certificate of
Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to the Registrant for acts or omissions not in good
faith or involving intentional misconduct, for knowing violations of law, for
actions leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. The Registrant has entered into
Indemnification Agreements with its officers and directors. The Indemnification
Agreements provide the Registrant's officers and directors with further
indemnification to the maximum extent permitted by the Delaware General
Corporation Law.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made
to Registrant's Registration Statement No. 000-28105 on Form 8-
A, together with all amendments thereto, which is incorporated
herein by reference pursuant to Item 3(b) of this Registration
Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
Item 9. Undertakings
------------
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
---------
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in this Registration
Statement; (2) that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the 1996 Stock Incentive Plan, 1999 Stock Incentive Plan, 1999
Directors' Stock Option Plan and 1999 Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in this 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the 1933 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 cRegistrant'st of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 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, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Menlo Park, State of California on this 29th day
of November, 1999.
GETTHERE.COM, INC.
By: /s/ Gadi Maier
--------------------------------------
Gadi Maier
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of GetThere.com, Inc., a
Delaware corporation, do hereby constitute and appoint Gadi Maier and Kenneth R.
Pelowski, and either of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and either one of them, determine
may be necessary or advisable or required to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorneys and
agents, or either one of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gadi Maier President, Chief Executive Officer and November 29, 1999
--------------------------------------
Gadi Maier Director (Principal Executive Officer)
/s/ Kenneth R. Pelowski Chief Operating Officer and Chief Financial November 29, 1999
--------------------------------------
Kenneth R. Pelowski Officer (Principal Financial and Accounting
Officer)
/s/ Daniel Whaley Chief Technical Officer and Director November 29, 1999
--------------------------------------
Daniel Whaley
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard D.C. Whilden Chairman of the Board November 29, 1999
-----------------------------------------
Richard D.C. Whilden
/s/ Jeffrey D. Brody Director November 29, 1999
-----------------------------------------
Jeffrey D. Brody
/s/ William R. Hambrecht Director November 29, 1999
-----------------------------------------
William R. Hambrecht
/s/ John Ueborroh Director November 29, 1999
----------------------------------------
/s/ John Ueberroth
/s/ Dale J. Vogel Director November 29, 1999
----------------------------------------
Dale J. Vogel
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 000-28105 on Form 8-A,
together with all amendments thereto, which is incorporated
herein by reference pursuant to Item 3(b) of this Registration
Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
25 Power of Attorney. Reference is made to page II-3 of this
Registration Statement.
<PAGE>
Exhibit 5
---------
November 30, 1999
GetThere.com, Inc.
4045 Campbell Avenue
Menlo Park, CA 94025
Re: GetThere.com, Inc. (the "Company")
Registration Statement for
an aggregate of 15,893,591 Shares of Common Stock
Ladies and Gentlemen:
We refer to Registrant's registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of (i) 7,643,591
shares of Common Stock available for issuance under the Company's 1996 Stock
Incentive Plan, (ii) 5,000,000 shares of Common Stock available for issuance
under the Company's 1999 Stock Incentive Plan, (iii) 750,000 shares of Common
Stock available for issuance under the Company's 1999 Directors' Stock Option
Plan and (iv) 2,500,000 shares of Common Stock available for issuance under the
Company's 1999 Employee Stock Purchase Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the 1996 Stock Incentive Plan, 1999 Stock Incentive Plan, 1999 Directors'
Stock Option Plan and 1999 Employee Stock Purchase Plan and in accordance with
the Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villenevue Franklin & Hachigian, LLP
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 18, 1999 relating to the
financial statements, which appear in GetThere.com, Inc.'s Form S-1/A as filed
on November 22, 1999 (Registration No. 333-87161).
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
San Jose, California
November 29, 1999
