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EXHIBIT 99.1
SAFE HARBOR COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS
You should consider carefully the following factors in evaluating us and our
business. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us, which we
currently deem immaterial or that are similar to those faced by other companies
in our industry or business in general, may also impair our business operations.
If any of the following risks actually occurs, our business, financial condition
or results of future operations could be materially and adversely affected.
RISKS RELATED TO OUR BUSINESS
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE IN FUTURE PERIODS; AS A RESULT, WE
MAY FAIL TO MEET EXPECTATIONS OF INVESTORS AND ANALYSTS AND OUR STOCK PRICE MAY
DECLINE.
Our revenue and operating results may vary from quarter to quarter. As
a result, we may fail to meet expectations of investors and analysts, which may
cause our stock price to decline. These fluctuations may occur as a result of
the following factors: variations in market acceptance of and demand for our
software; the size and timing of our customer orders; increased expenses,
whether related to sales and marketing, product development or administration;
delays in introducing new software or software enhancements; new software
introductions or changes in pricing policies by our competitors; costs related
to acquisitions of technologies or businesses; and the amount and timing of
expenditures related to expansion of our operations.
The purchase of our software involves a significant commitment of
resources and recurring expenses and attendant delays frequently associated with
approving capital expenditures and reviewing new technologies that affect key
operations. The decision-making processes of our customers' senior management
requires us to provide a significant level of training to prospective customers
regarding the use and benefits of our software. We may expend substantial funds
and management resources during the sales cycle and fail to consummate the sale.
Accordingly, our results of operations for a particular period may suffer if the
sales forecasted for a particular period are delayed or do not otherwise occur.
WE RELY ON OUR STRATEGIC MARKETING RELATIONSHIPS TO GENERATE CUSTOMER REFERRALS
WHICH ACCOUNT FOR APPROXIMATELY HALF OF OUR REVENUE; IF WE DO NOT SUCCESSFULLY
DEVELOP AND MAINTAIN THESE RELATIONSHIPS, OUR REVENUE WILL DECREASE.
Historically, approximately half of our sales have depended on our
strategic marketing relationships. We expect that revenue from sales of our
software and services based on customer referrals generated through these
relationships will continue to account for a significant portion of our revenue.
The loss of a significant number of these relationships would cause our revenue
to decrease. Most of our revenue from these relationships is derived from
strategic marketing relationships with two types of entities: large software
vendors and consulting firms. Large software vendors, such as Baan, J.D.
Edwards, McKesson HBOC, Oracle, QAD and SAP, often recommend our products to
their customers or provide us with customer referrals. Consulting firms, such as
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Deloitte Consulting, may recommend our software to their customers. Some of
these organizations receive referral fees for these sales and others do not. We
receive license fees from the customers in these sales. We expect that a limited
number of our strategic marketing relationships, such as those with McKesson
HBOC, will account for a substantial portion of our customer referrals and,
therefore, revenue over time. Our strategic relationships are generally
terminable by either party upon 30 to 90 days notice. Therefore, the
continuation of these relationships is uncertain. Furthermore, software
manufacturers may decide to promote technologies and standards that are not
compatible with our software, or they may lose market share for their products,
which would cause our revenues to decrease.
WE RELY IN PART ON THIRD PARTY RESELLER RELATIONSHIPS TO GENERATE REVENUE; IF WE
DO NOT CONTINUE TO DEVELOP AND MAINTAIN THESE RELATIONSHIPS, OUR REVENUE WILL
DECREASE.
We intend to augment our indirect sales channel through additional
third-party reseller arrangements. As a result, we will likely become more
dependent on this type of relationship. We may not be able to successfully
augment these arrangements, and the expansion of indirect resale methods, even
if successful, may not increase revenue. As a result, we may incur expenses that
do not promote the growth of our business.
WE INTEND TO MAKE ACQUISITIONS IN ORDER TO REMAIN COMPETITIVE IN OUR MARKETS; IF
WE ARE UNABLE TO DO SO, OUR COMPETITIVE POSITION COULD BE WEAKENED.
We intend to continuously evaluate our position within our industry,
and we may acquire complementary technologies or businesses in the future.
However, we may not be able to identify suitable acquisition candidates that are
available for sale at reasonable prices. Due to consolidation trends within the
technology industry, failure to adopt and successfully implement a long-term
acquisition strategy could weaken our competitive position. If we are able to
identify suitable acquisition candidates, we may elect to finance future
acquisitions using some or all of the proceeds of the initial public offering.
We may also elect to finance future acquisitions with debt financing, which
would increase our debt service requirements, or through the issuance of
additional common or preferred stock, which could result in dilution to our
shareholders. In addition, we may not be able to arrange adequate financing for
any acquisitions on acceptable terms.
ACQUISITIONS MAY BE DIFFICULT TO INTEGRATE INTO OUR BUSINESS, MAY LIMIT OUR
ABILITY TO MANAGE OUR OPERATIONS AND MAY RESULT IN ADVERSE ACCOUNTING TREATMENT.
We may be unable to obtain a satisfactory return on our investments in
acquisitions as a result of various factors, including: difficulties in
assimilating the operations, products, technology, information systems and
personnel of the acquired company with our operations; the diversion of our
management's attention from other business concerns; the impairment of
relationships with our employees, affiliates and organizations with which we
have strategic marketing relationships; difficulties maintaining uniform
standards, controls, procedures and policies; our lack of direct prior
experience in the markets of the acquired company; and the loss of key employees
of the acquired company.
Future acquisitions may also involve large one-time write-offs and
amortization expenses related to goodwill and other intangible assets.
WE RELY ON OUR ABILITY TO RETAIN OUR EXISTING KEY PERSONNEL AND ATTRACT
ADDITIONAL KEY PERSONNEL; IF WE
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ARE UNABLE TO DO SO, WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE AND EXPAND OUR
BUSINESS.
Our future performance depends on the continued service of our senior
management, product development and sales personnel. The loss of the services of
one or more of our key personnel could seriously harm our ability to manage and
expand our business. In particular, we rely on the experience and knowledge of
our founder and Chief Executive Officer, C. Wayne Cape, who has provided Optio
with management and leadership since its inception in 1981. None of these
persons, including Mr. Cape, is bound by an employment agreement. We maintain
"key person" life insurance in the amount of $1 million on Mr. Cape, but this
amount likely would be inadequate to compensate us for the loss of his services.
Our future success also depends on our continuing ability to attract,
hire, train and retain a substantial number of highly skilled managerial,
technical, sales, marketing and customer support personnel. We are particularly
dependent on hiring additional personnel to increase our direct sales and
research and development efforts. In addition, new hires frequently require
extensive training before they achieve desired levels of productivity.
Competition for qualified personnel is intense and we may fail to retain our key
employees or to attract or retain other highly qualified personnel. If we fail
to attract and retain these personnel, we may not be able to effectively manage
and expand our business.
WE FACE INTENSE COMPETITION IN OUR INDUSTRY; IF WE ARE UNABLE TO COMPETE
SUCCESSFULLY, WE MAY NOT BE ABLE TO SELL OUR SOFTWARE AND SERVICES, WHICH WOULD
HARM OUR OPERATING RESULTS.
If we are unable to satisfy our customers requirements we may lose
those customers to our competitors, which would harm our operating results. The
market for our software and services is intensely competitive, fragmented and
constantly changing. Our customers' requirements and the technology available to
satisfy those requirements continually change. We expect competition to persist
and intensify in the future.
We believe our competitors fit into three segments. The first is custom
software development. The second is comprised of output management solutions
from organizations such as: AFP Technology Ltd.; Create!print International,
Inc.; Cypress Corporation; Dazel Corporation, which is owned by The
Hewlett-Packard Company; New Dimension Software Ltd., which is owned by BMC
Software, Inc.; StreamServe, Inc.; and Tivoli, which is owned by IBM
Corporation.
The third is comprised of e-business enablement organizations, which we
believe we will compete with increasingly in the future, such as: Actuate
Software Corporation; BlueGill Technologies Inc.; BottomLine Technologies Inc.;
Brio Technology Inc.; Extricity Software, Inc.; Quest Software, Inc.; and
webMethods, Inc.
We expect to face increased competition from our current competitors.
In addition, new competitors, alliances among existing and future competitors,
or acquisitions by or consolidations of our competitors may emerge and rapidly
gain significant market share.
Many of these companies, as well as some other competitors, have longer
operating histories and significantly greater financial, marketing and other
resources than we do. Many of these companies can also leverage extensive
customer bases and adopt aggressive pricing policies to gain market share. In
addition, it is possible that new competitors or alliances among competitors may
emerge and rapidly acquire significant market share.
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Competitive pressures may make it difficult to acquire and retain
clients and may require us to reduce the price of our software. We cannot be
certain that we will be able to compete successfully with existing or new
competitors. If we fail to compete successfully, our business will be harmed.
WE ARE CURRENTLY EXPANDING OUR INTERNATIONAL OPERATIONS; IF WE DO NOT
EFFECTIVELY MANAGE THIS EXPANSION, OUR OPERATING RESULTS WILL BE HARMED.
Substantially all of our current international revenue is derived from
the operations of our two wholly-owned subsidiaries in France and Australia. Our
expanding international operations may negatively affect our operating results
because of the following factors: difficulties in staffing and managing foreign
operations; potential losses or gains from currency fluctuation as a result of
transactions and expenses being denominated in foreign currencies; seasonal
reductions in business activity in Europe; increased financial accounting and
reporting burdens and complexities and potentially adverse tax consequences;
delays in delivering language-specific versions of our software due to our
limited experience in creating these versions; compliance with a wide variety of
complex foreign laws and treaties; reduced protection for intellectual property
rights in some countries; and licenses, tariffs and other trade barriers.
We plan to expand our international operations as part of our business
strategy. The expansion of our existing international operations and entry into
additional international markets will require significant management attention
and financial resources and will place additional burdens on our management,
administrative, operational and financial infrastructure. We cannot be certain
that our operations in other countries will produce desired levels of revenue or
profitability.
OUR SOFTWARE MAY SUFFER FROM DEFECTS OR ERRORS, WHICH MAY HARM ITS REPUTATION OR
SUBJECT US TO PRODUCT LIABILITY CLAIMS.
The software we offer is inherently complex. Despite testing and
quality control, current versions, new versions or enhancements of our software
may contain errors after commencement of commercial shipments. Any errors may
harm the reputation of our software or subject us to product liability claims.
Significant technical challenges also arise with our software because our
customers purchase and deploy our software across a variety of computer
platforms and integrate them with a number of third-party software applications
and databases. Any defects or errors that are discovered after commercial
release could result in the loss of revenue or delay in market acceptance of our
software. Moreover, we could face significant product liability claims and
higher development costs if our software contains undetected errors, if we fail
to meet our customers' expectations or if a customer's system experiences
failures following the implementation of our software, regardless of our
responsibility for the failure. Although we maintain general liability insurance
coverage, this coverage may not continue to be available on reasonable terms or
at all, or may be insufficient to cover one or more large claims. In addition, a
product liability claim, whether or not successful, could harm our business by
increasing our costs and distracting our management.
THE THIRD PARTY SOFTWARE WE RELY ON MAY SUFFER FROM DEFECTS OR ERRORS OR MAY
BECOME OBSOLETE, WHICH WOULD HARM OUR SALES.
Our software contains components developed and maintained by
third-party software vendors, and we expect that we will incorporate software
from third-party vendors in our future software. We may not be able to replace
the functionality provided by this third-party software if it
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becomes obsolete, defective or incompatible with future versions of our software
or if it is not adequately maintained or updated. Any significant interruption
in the availability of this third-party software or defects in this software
could harm our sales unless and until we can secure an alternative source. In
addition, we have entered into and plan to continue to enter into strategic
relationships with other companies whereby we license our software for
integration with their software. If the other company's software fails to meet
customer expectations or causes a failure in its customers' systems, the
reputation of our software could be harmed, even if our software performs in
accordance with its functional specifications.
WE MAY EXPERIENCE DELAYS IN ENHANCING EXISTING SOFTWARE AND DEVELOPING NEW
SOFTWARE; THESE DELAYS MAY AFFECT OUR COMPETITIVENESS AND CAUSE US TO LOSE
MARKET SHARE.
Our competitiveness and ability to maintain or increase our market
share will depend, in part, on our ability to develop, test, sell and support
enhancements to our current and new software on a timely basis in response to
changing customer needs, competition, technological developments and emerging
industry standards. Our failure to successfully adapt our software and services
to this rapidly changing market could reduce our revenue and cause our operating
results to suffer. The software industry is characterized by rapidly changing
technology, evolving industry standards, emerging competition and frequent new
product and service introductions. These developments could limit the
marketability of our software and services and could render our software and
services obsolete. We may not successfully identify new product opportunities or
develop and bring new and enhanced products and services to the market in a
cost-effective and timely manner. If we fail to release new software and
upgrades on time or if they fail to achieve market acceptance, we may experience
customer dissatisfaction, cancellation of orders and license agreements and loss
of revenue.
WE RELY ON THIRD PARTIES TO PROVIDE PART OF OUR CONSULTING SERVICES; IF THESE
THIRD PARTIES DO NOT PROVIDE SATISFACTORY SERVICE, OUR REPUTATION COULD BE
HARMED AND OUR REVENUE FROM THESE SERVICES COULD DECREASE.
We now contract with, and may increasingly contract with, third party
providers to assist in providing our consulting services. Services provided by
these third parties may include providing assistance to our customers in
installing and implementing our software. If we are unable to continue
contracting with third parties for these consulting services, or if these third
parties do not meet the needs or expectations of our customers, our business and
reputation may be harmed and we will have to perform these functions ourselves.
Providing these services could place a significant strain on our internal
consulting resources, and we may not be able to successfully perform these
services on a timely and cost-effective basis.
WE MAY FAIL TO ESTABLISH A MARKET FOR OUR NEW E-BUSINESS SOFTWARE AND SERVICES,
AND THEREFORE, THEY MAY NOT LEAD TO INCREASED REVENUE.
We have recently developed and are currently developing new software to
assist companies in business-to-business transactions over the Internet. To
date, most of our revenue has been derived from software that was not originally
designed to facilitate e-business, but rather to deliver customized information
by fax, printer and e-mail. If a significant market for e-business software and
services fails to develop, or if we are unable to develop broad market
acceptance for our e-business software, our business in this area may not grow
as rapidly as we anticipate. In addition, our limited
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operating history in the e-business market makes it difficult for us to evaluate
our future prospects in this market. We may encounter risks and difficulties
associated with our new e-business initiatives as often is the case with
companies that introduce new products and services into rapidly evolving
markets. Internet usage for e-business, and therefore the acceptance and
adoption of our e-business software and services, may be inhibited for a number
of reasons, including: inadequate network infrastructure; security concerns;
inconsistent quality of service; unavailability of cost effective, high-speed
access to the Internet; and changes in government regulation of the Internet.
We also believe that awareness of our software and its capabilities
within this evolving market is still developing. While we have devoted
significant resources to promoting awareness of our software and the problems
this software addresses, these efforts may not be sufficient to build market
awareness for our software.
DISPUTES REGARDING OUR INTELLECTUAL PROPERTY COULD NEGATIVELY IMPACT OUR ABILITY
TO SELL OUR SOFTWARE AND SERVICES.
We believe our ability to sell our software and services depends, in
part, on protecting our proprietary intellectual property and favorably
resolving intellectual property claims that may be brought against us. If we
fail to do so, our ability to sell our software and services may be restricted,
as a result of which our operating results would suffer.
We rely on a combination of copyright, trademark and trade secret laws
and contractual provisions to establish and protect our proprietary rights. We
have applied for the federal registration of trademarks for "Optio" and
"MedForms." We have also registered the domain name "optiosoftware.com." We have
not filed any copyrights for our software.
The steps we have taken to protect our proprietary rights may not be
adequate, we may not be able to secure trademark or service mark registrations
for our marks in the United States or in foreign countries and third parties may
infringe upon or misappropriate our copyrights, trademarks, service marks,
domain names and similar proprietary rights. In addition, effective copyright
and trademark protection may be unenforceable or limited in foreign countries.
Also, our competitors or others may adopt product or service names similar to
ours, thereby impeding our ability to build brand identity and possibly leading
to customer confusion. In addition, litigation may be necessary to enforce and
protect our trade secrets, copyrights and other intellectual property rights.
Any litigation would divert management resources, be expensive and may not
effectively protect our intellectual property. Our inability to protect our
marks adequately could harm our business.
We may be subject to litigation for claims of infringement of the
rights of others or to determine the scope and validity of the intellectual
property rights of others. Furthermore, adverse determinations in litigation
could result in the loss of proprietary rights, subject us to significant
liabilities, require us to seek licenses from third parties, or prevent us from
selling our services. If we are required to obtain new licenses from third
parties, we may not be able to obtain them on commercially reasonable terms. Any
of these results could reduce the acceptance of the Optio brand, which would
cause our business to suffer.
THE LOW PRICE OF OUR COMMON STOCK COULD RESULT IN THE DELISTING OF OUR COMMON
STOCK
Our common stock is quoted on the Nasdaq National Market System. In
order to remain listed o this market, we must meet Nasdaq's listing
maintenance standards. Nasdaq listing maintenance requirements include a
series of financial tests relating to net tangible assets, public float,
number of market makers and shareholders, and maintaining a minimum bid price
of $1.00 per share for shares of our common stock. The minimum bid price of
our common stock has recently been around $1.00. If the minimum bid price of
our common stock were to remain below $1.00 for 30 consecutive business days,
or if we were unable to continue to meet Nasdaq's standards for any other
reason, our common stock could be delisted from the Nasdaq National Market
System. If our common stock were delisted, the liquidity for our common stock
would be adversely affected. Delisting could make trading our shares more
difficult for investors, leading to further declines in share price. It could
also make it more difficult for us to raise additional capital. We would also
incur additional costs under state blue sky laws to sell equity if we are
delisted. We are aware of the NASDAQ listing requirements and are exploring
options to help us stay in compliance. However, we cannot be assured that
these efforts will be successful.
SALES OF OUR SHARES COULD CAUSE OUR STOCK PRICE TO FALL.
Future sales of our common stock may depress our stock price. Sales of
a substantial number of shares of our common stock in the public market
following this offering could adversely affect
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the market price of our common stock.
OUR MANAGEMENT AND AFFILIATES CONTROL MORE THAN 56% OF OUR STOCK AND WILL
THEREFORE BE ABLE TO DETERMINE THE OUTCOME OF ANY SHAREHOLDER VOTE.
Over 56% of our stock is controlled by our management and affiliates;
as a result, they can determine the outcome of any shareholder vote. This may
discourage a potential acquirer from offering to purchase or otherwise
attempting to obtain control of Optio, which in turn could reduce our stock
price or prevent our shareholders from realizing a premium over our stock price.
As a result, our officers, directors and affiliated persons will effectively be
able to: elect, or defeat the election of, our directors; amend or prevent
amendment of our Articles of Incorporation or Bylaws; effect or prevent a
merger, sale of assets or other corporate transaction; and control the outcome
of any other matter submitted to the shareholders for vote. Investors will incur
additional dilution upon the exercise of outstanding stock options and warrants.
OUR ARTICLES OF INCORPORATION AND BYLAWS, AS WELL AS GEORGIA LAW, MAY PREVENT OR
DELAY A FUTURE TAKEOVER, THUS PREVENTING INVESTORS FROM REALIZING A PREMIUM ON
OUR STOCK PRICE.
Our articles of incorporation, bylaws and Georgia law could make it
more difficult for a third party to acquire us, even if a change in control
would be beneficial to our shareholders. For example, our articles of
incorporation and bylaws provide, among other things, that: our board of
directors, without shareholder approval, has the authority to issue preferred
stock with rights superior to the rights of the holders of common stock;
shareholders must comply with advance notice provisions contained in our bylaws
to make proposals at shareholder meetings and nominate candidates for election
to our board of directors; our board of directors is classified and directors
have staggered terms; and the shareholders may call a special meeting only upon
request of 50% of the votes entitled to be cast on each issue to be considered
at the special meeting. Georgia law also contains "business combination" and
"fair price" provisions that may have the effect of delaying, deterring or
preventing a change in control of Optio.
THE MARKET FOR TECHNOLOGY COMPANIES HAS EXPERIENCED EXTREME PRICE AND VOLUME
VOLATILITY THAT HAVE OFTEN BEEN UNRELATED OR DISPROPORTIONATE TO THE OPERATING
PERFORMANCE OF THOSE COMPANIES.
These broad market and industry factors may harm our stock price,
regardless of our operating performance. The trading prices of the stocks of
many technology companies have been at or near historical highs and
frequently reflect relative valuation levels substantially above historical
levels. These trading prices and relative valuation levels may not be
sustained. The trading prices of shares of many technology companies have
also recently experienced significant declines and volatility.
OUR BUSINESS COULD BE ADVERSELY AFFECTED IF THERE ARE UNRESOLVED YEAR 2000
PROBLEMS WITH OUR SOFTWARE AND INTERNAL SYSTEMS THAT WE HAVE NOT DISCOVERED YET.
We spent considerable internal and external resources from 1997 through
1999 preparing for the "Year 2000" computer issue. The Year 2000 issue relates
to the ability of a computer system to properly process data beginning on
January 1, 2000. The Company's efforts were spent to ensure that its computer
products were "Year 2000 Ready," as defined, and that its internal core
information technology (IT) and non-IT systems were Year 2000 Ready.
Optio believes it successfully implemented its Year 2000 program, as
evidenced by the
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continued successful operation of its computer products and core internal IT and
non-IT systems. We have not encountered significant problems with our
third-party customers, financial institutions, vendors and others with whom it
conducts business. We will continue to monitor our product performance and core
IT and non-IT systems throughout 2000 to ensure ongoing performance. While there
can be no assurance that no Year 2000 related issues will arise, as of January
31, 2000, we believe, based on information currently available, that Year
2000-related events are not likely to have a material effect on our results of
operation, financial condition or liquidity.
Optio did not separately track expenditures to achieve Year 2000
readiness. Those expenditures were absorbed within the development organization.
To date, costs related to Year 2000 readiness have not been material relative to
Optio's overall development expenditures. Furthermore, based on Optio's
experience to date, Optio does not anticipate that costs associated with
remediating non-compliant products or internal systems will be material.
Despite the measures we are taking, we cannot assure you that Year 2000
issues will not be discovered in our software or internal software systems. If
Year 2000 issues are discovered, we cannot assure you that our contingency plan
will be adequate to deal with them effectively, or that the costs of making our
software and systems Year 2000 ready will not have a material adverse effect on
our business, operating results and financial condition. Although we have not
been a party to any litigation or arbitration proceeding to date involving our
software or services and related to Year 2000 compliance issues, there can be no
assurance that we will not in the future be required to defend our software or
services in such proceedings, or to negotiate resolutions of claims based on
Year 2000 issues. The costs of defending and resolving Year 2000-related
disputes, regardless of the merits of such disputes, would harm our business.
