CCBN COM
S-1, 2000-02-03

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Delaware (State or other jurisdiction of incorporation or organization)

7375 (Primary Standard Industrial Classification Code Number)

04-3468317 (I.R.S. Employer Identification No.)

Paul P. Brountas, Esq. Peter B. Tarr, Esq. Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Telephone: (617) 526-6000 Telecopy: (617) 526-5000

Stephen A. Riddick, Esq. Brobeck, Phleger & Harrison LLP 701 Pennsylvania Avenue Washington, DC 20004 Telephone: (202) 220-6000 Telecopy: (202) 220-5200

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Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee
Series A common stock, par value      $.001 per share		$57,500,000		$15,180

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(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

(2)	Includes the estimated offering price attributable to the option to purchase shares granted to the underwriters to cover over-allotments.

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		Per Share		Total
Public offering price		$		$
Underwriting discounts and commissions		$		$
Proceeds, before expenses, to CCBN.COM		$		$

DAIN RAUSCHER WESSELS

U.S. BANCORP PIPER JAFFRAY

		Page
Prospectus Summary		1
Risk Factors		6
Note Regarding Forward-Looking      Statements		17
Use of Proceeds		18
Dividend Policy		18
Capitalization		19
Dilution		20
Management’s Discussion and Analysis      of Financial Condition and Results of      Operations		22
Business		31

		Page
Management		44
Certain Transactions		55
Principal Stockholders		59
Description of Capital Stock		61
Shares Eligible for Future Sale		65
Underwriting		67
Legal Matters		68
Experts		68
Where You Can Find Additional      Information		69
Index to Consolidated Financial      Statements		F-1

 

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IR Online is our turnkey, outsourced communications solution through which we build, manage and host the investor relations section of a company’s web site and provide related services. More than 1,200 public companies currently subscribe to IR Online, including Akamai Technologies, Dell Computer, FleetBoston, Hershey Foods, and Sears.

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StreetEvents is our comprehensive Internet-based portal for event information of interest to investors, the brokerage community and companies. Over 150 buy- and sell-side financial institutions currently subscribe to StreetEvents including AIM Funds, Alliance Capital, Goldman Sachs Asset Management and Salomon Smith Barney.

Series A common stock we are      offering		shares
Series A common stock to be      outstanding after this offering		shares
Use of proceeds		We intend to use the net proceeds for working capital and other general corporate purposes, as well as capital expenditures, expansion of our marketing and distribution activities, product development and potential acquisitions.
Proposed Nasdaq National Market symbol		CCBX

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a three-for-one split of common stock effected as of                       , 2000;

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the conversion of all outstanding shares of Series B, Series C, Series D and Series E common stock and convertible preferred stock into          shares of Series A common stock upon the closing of this offering; and

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amendments to our certificate of incorporation and bylaws effective upon the closing of this offering.

		Period from  February 13, 1997 through December 31, 1997			Fiscal Year  Ended December 31,
					1998			1999
		(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue		$    27			$  1,582			$  8,697
Operating expenses:
Cost of revenue		55			958			3,761
Sales and marketing		438			1,960			5,256
General and administrative		155			600			2,225
Research and development		197			368			806
Equity-related compensation		—			3			1,693
Amortization of intangible assets		—			—			425
Total operating expenses		845			3,889			14,166
Loss from operations		(818	)		(2,307	)		(5,469	)
Interest income, net		2			33			76
Net loss		(816	)		(2,274	)		(5,393	)
Deemed dividend on Series E preferred stock		—			—			(1,848	)
Net loss attributable to common stockholders		$  (816	)		$(2,274	)		$(7,241	)
Basic and diluted net loss per share		$(0.20	)		$  (0.24	)		$  (0.68	)
Shares used in computing basic and diluted net loss per share		4,059			9,434			10,664
Unaudited pro forma basic and diluted net loss per share								$  (0.49	)
Shares used in computing pro forma basic and diluted net loss per share      (unaudited)								14,717

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on an actual basis at December 31, 1999; and

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on a pro forma as adjusted basis to reflect: (a) the conversion of all outstanding shares of our Series B, Series C, Series D and Series E common stock and convertible preferred stock into shares of Series A common stock upon the closing of this offering; and, (b) net proceeds from the sale of           shares of Series A common stock offered hereby at an assumed initial public offering price of $          per share.

		December 31,  1999
		Actual			Pro Forma As Adjusted
		(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$  3,202
Working capital		3,236
Total assets		14,714
Long-term capital lease obligation		193
Convertible preferred stock		12,889
Total stockholders’ equity (deficit)		(4,324	)

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attract more subscribers for our services;

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expand our service offerings;

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anticipate and adapt to changing technologies;

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implement our sales and marketing initiatives, both domestically and internationally;

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continue to develop relationships with more content and service providers;

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attract, retain and motivate qualified personnel;

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respond to actions taken by our competitors;

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continue to build an infrastructure to effectively manage our anticipated growth; and

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integrate acquired businesses, technologies, products and services.

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demand for our services;

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our ability to develop, market and introduce new and enhanced products and services on a timely basis;

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the size and timing of both new and renewal subscriptions;

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the number, timing and adoption of new services introduced by both us and our competitors;

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our ability to add content and service providers;

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the level of service and price competition;

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price increases by our vendors;

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the length and uncertainty of the sales cycle for our products and services;

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uncertainty surrounding the vesting of AOL’s warrants to acquire shares of our capital stock and the market value of our capital stock when the AOL warrants vest;

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changes in operating expenses; and

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general conditions in the financial markets.

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in-house investor relations, marketing, corporate communications and management information services departments;

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investors who contact companies directly seeking investment-related information;

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providers of investor relations services, including Direct Report, PR Newswire, Business Wire, Merrill Corporation, StockMaster and investment relations consulting firms;

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providers of investor related event information, including C-call, through its subsidiary StreetFusion; the Investor Broadcast Network, through its service Vcall; and facsimile services such as Wall Street Calendar and First Fax;

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large and well-established distributors of financial information, including Multex and Thomson Financial Services, through its subsidiaries First Call and Investext;

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companies that provide investment research, including investment banks and brokerage firms, many of whom have their own web sites;

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providers of either free or subscription research services on the Internet, including on-line discount brokers and finance portals;

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services provided by some of our strategic distributors which are competitive in one or more respects with our service offerings; and

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numerous prospective competitors which offer investment research-based services, including Standard & Poor’s, Value Line, Market Guide, Moody’s and Zacks Investment Research.

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our ability to sustain relationships with our corporate clients and content and service providers;

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the timing and market acceptance of new services and enhancements to existing services developed by us and our competitors;

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ease of use, performance, price, reliability, client service and support; and

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sales and marketing efforts.

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expand and upgrade our hardware and software systems;

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expand and improve our operational and financial procedures, systems and controls;

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improve our financial and management information systems;

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expand, train and manage a larger workforce; and

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improve the coordination among our technical, sales and marketing, financial, accounting and management personnel.

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longer payment cycles and problems in collecting accounts receivable;

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adverse changes in trade and tax regulations;

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the absence or significant lack of legal protection for intellectual property rights;

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the adoption of data privacy laws or regulations;

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political and economic instability; and

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currency risks.

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performance and reliability;

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security and authentication; and

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privacy.

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public announcements concerning us, our competitors, or the Internet industry;

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fluctuations in operating results;

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additions or departures of key personnel;

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introductions of new products or services by us or our competitors;

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general conditions in the financial markets;

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changes in analysts’ earnings estimates; and

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announcements of technological innovations.

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2,570,601 shares of Series A common stock subject to outstanding options under our 1999 Incentive and Non-Statutory Stock Option Plan with a weighted average exercise price of $1.57 per share;

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additional shares of Series A common stock reserved for issuance under our 1999 Incentive and Non-Statutory Stock Option Plan, 2000 Outside Director Stock Option Plan and 2000 Employee Stock Purchase Plan; and

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warrants for 1,596,650 shares of Series E preferred stock which convert to warrants for 4,789,950 shares of Series A common stock upon the closing of this offering.

		December 31, 1999
		Actual			Pro Forma			Pro Forma As Adjusted
Capital lease obligation		$       193,342			$       193,342			$
Convertible preferred stock:
Series A convertible preferred stock; $0.01 par value; 562,500 shares authorized, 562,500 issued and         outstanding actual (at liquidation value); none authorized, issued and outstanding pro forma and pro         forma as adjusted		1,500,000			—			—
Series B convertible preferred stock; $0.01 par value; 344,043 shares authorized, 344,043 issued and         outstanding actual (at liquidation value); none authorized, issued and outstanding pro forma and pro         forma as adjusted		1,146,810			—			—
Series C convertible preferred stock; $0.01 par value; 41,544 shares authorized, 41,544 issued and         outstanding actual (at liquidation value); none authorized, issued and outstanding pro forma and pro         forma as adjusted		208,274			—			—
Series D convertible preferred stock; $0.01 par value; 891,314 shares authorized, 709,970 issued and         outstanding actual (at liquidation value); none authorized, issued and outstanding pro forma and pro         forma as adjusted		6,685,793			—			—
Series E convertible preferred stock; $0.01 par value; 1,804,630 shares authorized, 207,980 issued and         outstanding actual (at liquidation value); none authorized, issued and outstanding pro forma and pro         forma as adjusted		3,348,478			—			—
Total convertible preferred stock		12,889,355			—			—
Stockholder’s equity (deficit):
Series A common stock; $0.001 par value; 30,000,000 shares authorized, 11,436,573 issued and         outstanding, actual; 17,980,755 shares issued and outstanding, on a pro forma basis, and           shares         issued and outstanding, on a pro forma as adjusted basis		11,437			17,980
Series B common stock; $0.001 par value; 192,093 shares authorized, 189,563 issued and outstanding         actual; none authorized, issued and outstanding pro forma and pro forma as adjusted		189			—			—
Series C common stock; $0.001 par value; 244,098 shares authorized, 196,565 issued and outstanding         actual; none authorized, issued and outstanding pro forma and pro forma as adjusted		196			—			—
Series D common stock; $0.001 par value; 204,047 shares authorized, 156,801 issued and outstanding         actual; none authorized, issued and outstanding pro forma and pro forma as adjusted		157			—			—
Series E common stock; $0.001 par value; 750,150 shares authorized, 420,966 issued and outstanding         actual; none authorized, issued and outstanding pro forma and pro forma as adjusted		421			—			—
Additional paid-in-capital		15,933,957			28,817,732
Deferred compensation and other equity related charges		(9,928,634	)		(9,928,634	)
Accumulated deficit		(10,341,978	)		(10,341,978	)
Total stockholder’s equity (deficit)		(4,324,255	)		8,565,100
Total capitalization		$  8,758,442			$  8,758,442

Assumed initial public offering price per share				$
Pro forma net tangible book value per share at December 31, 1999		$
Increase in pro forma net tangible book value per share attributable to new      investors
Pro forma net tangible book value per share after this offering
Dilution per share to new investors				$

		Shares  Purchased				Total  Consideration				Average Price Per Share
		Number		Percent		Amount		Percent
Existing stockholders				%		$		%		$
New investors
Total				%		$		%

		Period from February 13, 1997 through December 31, 1997			Fiscal Year  Ended December 31,
					1998			1999
		(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue		$    27			$  1,582			$  8,697
Operating expenses:
Cost of revenue		55			958			3,761
Sales and marketing		438			1,960			5,256
General and administrative		155			600			2,225
Research and development		197			368			806
Equity-related compensation		—			3			1,693
Amortization of intangible assets		—			—			425
Total operating expenses		845			3,889			14,166
Loss from operations		(818	)		(2,307	)		(5,469	)
Interest income, net		2			33			76
Net loss		(816	)		(2,274	)		(5,393	)
Deemed dividend on Series E preferred stock		—			—			(1,848	)
Net loss attributable to common stockholders		$  (816	)		$(2,274	)		$(7,241	)
Basic and diluted net loss per share		$(0.20	)		$  (0.24	)		$  (0.68	)
Shares used in computing basic and diluted net loss per share		4,059			9,434			10,664
Unaudited pro forma basic and diluted net loss per share								$  (0.49	)
Shares used in computing pro forma basic and diluted net loss per share      (unaudited)								14,717
		December  31,
		1997			1998			1999
		(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$1,112			$  1,067			$  3,202
Working capital (deficit)		618			(590	)		3,236
Total assets		1,277			2,854			14,714
Long-term capital lease obligation		—			51			193
Convertible preferred stock		1,500			2,855			12,889
Total stockholders’ deficit		(814	)		(3,085	)		(4,324	)

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Our cost of revenue includes: (a) salaries and other personnel-related costs for our client service personnel; (b) costs associated with services provided to our clients by outsourced vendors; (c) server hosting costs; (d) audio streaming costs; (e) fees paid for financial and market data included in our services; and (f) amortization of internally developed software in accordance with SOP 98-1.

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Sales and marketing expenses consist primarily of: (a) salaries and other personnel-related costs; (b) commissions earned by sales personnel; (c) travel costs associated with selling efforts; (d) costs associated with marketing programs, including trade shows and seminars, public relations activities and new service launches; and (e) non-cash charges related to the equity investment by AOL. Commissions paid to sales personnel are deferred and recognized over the term of the contract.

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General and administrative expenses consist primarily of salaries and other personnel-related costs for executive, financial, and other administrative personnel, and legal and professional costs.

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Research and development expenses consist primarily of salaries and other personnel-related costs for technical personnel performing maintenance on existing software or research on projects which have not reached technological feasibility. Research and development costs are expensed as incurred.

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Equity-related compensation expenses represent charges related to options granted to employees below fair value, performance-based options and restricted stock granted to employees, and the fair value of options and restricted stock granted to non-employees.

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Amortization of intangible assets consists of the amortization of goodwill and other intangible assets resulting from the acquisition of TalkPoint.

		Fiscal Year Ended December 31,
		1998			1999
Revenue		100.0	%		100.0	%
Operating expenses:
Cost of revenue		60.6			43.2
Sales and marketing		123.9			60.4
General and administrative		37.9			25.6
Research and development		23.2			9.3
Equity-related compensation		0.2			19.5
Amortization of intangible assets		—			4.9
Total operating expenses		245.8			162.9
Loss from operations		(145.8	)		(62.9	)
Interest income, net		2.1			0.9
Net loss		(143.7	)%		(62.0	)%

		Quarter Ended
		March 31, 1998			June 30, 1998			September 30, 1998			December 31, 1998			March 31, 1999			June 30, 1999			September 30, 1999			December 31, 1999
		(in thousands)
Revenue		$  89			$268			$  486			$  739			$1,198			$1,840			$  2,491			$  3,168
Operating expenses:
Cost of revenue		101			147			252			458			472			787			1,103			1,399
Sales and marketing		360			455			524			621			708			1,183			1,569			1,796
General and administrative		106			132			161			201			384			390			757			694
Research and development		51			56			84			177			164			134			228			280
Equity-related         compensation		—			2			1			—			278			134			385			896
Amortization of intangible         assets		—			—			—			—			—			—			—			425
Total operating              expenses		618			792			1,022			1,457			2,006			2,628			4,042			5,490
Loss from operations		(529	)		(524	)		(536	)		(718	)		(808	)		(788	)		(1,551	)		(2,322	)
Interest income, net		8			14			10			1			(8	)		12			52			20
Net loss		$(521	)		$(510	)		$  (526	)		$  (717	)		$  (816	)		$  (776	)		$(1,499	)		$(2,302	)

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uncertainty regarding when we will incur, and the amount of, expenses resulting from the vesting of AOL warrants;

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the evolution of the market for investor information;

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market acceptance of our services;

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our success and timing in developing and introducing new services and enhancements to existing services;

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market entry by new competitors, and the introduction of products and services by existing competitors;

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our ability to attract and retain employees;

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changes in pricing policies by us or our competitors;

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the length of our sales cycle; and

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changes in client buying patterns.

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IR Online  — our turnkey, outsourced communications solution through which we build, manage and host the investor relations section of a company ’s web site and provide related services, and

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StreetEvents  — our comprehensive, Internet-based portal for event information of interest to investors, the brokerage community and companies.

Ÿ	Equal access to information.    Our solutions enable both institutions and individuals to receive important company information simultaneously. By making this information readily available, we enable all investors to make informed investment decisions more quickly.

Ÿ	Convenient access to standardized information.    IR Online and StreetEvents each present a wide variety of information via the Internet in an easy to use and consistent format that is familiar to investors.

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Enhanced productivity.     With over 12,000 public companies in the United States, and thousands more worldwide, it is difficult for investors and financial analysts to track the timing of key corporate events, such as earnings releases and conference calls. StreetEvents provides immediate access to a central repository of corporate event information, thereby reducing the time and expense required to gather data from numerous sources. We also provide tools to enable investors to personalize our content by tailoring it to their specific interests.

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More direct access to investors.    Our Internet-based solutions enable companies to interact directly with investors. By using a direct communications channel, companies can deliver their own messages globally, unaltered by third parties such as reporters and brokerage analysts. Also, using the Internet allows companies to instantly disseminate information, enabling them to continually provide investors with the most current information available.

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More efficient use of resources.    We enable companies to completely outsource the creation, hosting and maintenance of investor relations web sites and other investor communications functions. Our solutions enable our corporate clients to improve communications with the investment community, reduce the costs of investor relations administration and focus their technical staff on core operations.

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Greater investor visibility.    Companies that publish their activities on StreetEvents can attract greater attention from investors through direct contact with the investment community. Also, because many companies have similar fiscal years, the reporting period for earnings is often a busy time during which many companies announce their financial results at or about the same time. StreetEvents enables companies to avoid scheduling investor events at times already scheduled by other companies which may be followed by the same analysts or investors.

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Improved disclosure.     Securities regulators have been increasingly critical of selective disclosure practices and are seeking to compel companies to disseminate material information simultaneously to financial institutions and the general public. Our solutions enable companies to meet these requirements by allowing them to elect to make information simultaneously available to both institutional and individual investors.

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Expand client relationships.    We intend to expand our IR Online client base and our StreetEvents client base by increasing our sales and marketing efforts and further develop our strategic relationships. We believe that continuing to provide comprehensive client service, support and education programs is critical to expanding our client relationships.

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Build our information database for efficient presentation and delivery.     Our corporate client relationships enable us to continuously collect and organize information from our clients in a centralized database. We intend to expand our database to increase the depth of content and enhance the efficiency of information access, thereby improving the productivity of all members of our online exchange.

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Expand our audience of investors through strategic relationships.    We seek strategic relationships that enable us to expand our audience of investors. Our strategic relationship with AOL enables our corporate clients to reach a wide audience of investors through our co-branded web sites within the AOL Personal Finance channel and CompuServe and on Netscape Netcenter. We have also entered into agreements to distribute StreetEvents through a number of other web sites, including Raging Bull. To increase our presence among institutional investors, we have entered into distribution agreements with a number of financial information providers, including First Call and ILX Systems.

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Maximize the network effect among the participants in our business information exchange.     Growing the number of corporate clients for our IR Online services will enable us to add more content to our StreetEvents database, thereby making StreetEvents more valuable to our existing investor audience. As our audience of individual and institutional investors grows, we expect that the opportunity to reach this audience will cause more companies to subscribe to our services. We believe successful implementation of our strategy will maximize the network effect within our business information exchange where the value to each company and investor participating in the exchange increases with the addition of each new participant.

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Expand service offerings.    To reinforce long-term relationships with our clients and to generate additional revenue, we intend to continue to develop new services and technologies through internal research and development, strategic relationships and/or the acquisition of complementary technologies and businesses. As part of this strategy, we acquired Talkpoint in October 1999 in order to enhance our multimedia offerings.

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Increase brand awareness.    We plan to increase the brand awareness of CCBN and its specific product offerings to develop and reinforce long term relationships with companies and investors. We intend to accomplish this strategy through a combination of online and print advertising, direct marketing, trade shows, seminars and conferences, public relations, and other marketing activities.

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Build and expand international presence.    We intend to expand the scope of our business information community globally. We believe that interest by foreign investors in U.S. markets, and interest on the part of U.S. investors in major foreign markets, represent significant growth opportunities for our solutions.

Product Line		Description		Revenue Model
IR Online		Outsourced web solution for the investor relations section of a company web site		Monthly subscription paid quarterly by companies
StreetEvents		Database of company event information and live/archived audio event content		Monthly subscription paid quarterly by investors

IR Online

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an indexed archive of the event for future replay;

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promotion of the event on the First Call network;

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a guestbook feature which captures listener information; and

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the option to make the webcast accessible from the company’s web site, from StreetEvents and/or through the sites of our strategic distribution partners.

StreetEvents

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earnings releases;

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conference calls;

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analyst meetings;

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road shows;

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investor conferences; and

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company presentations.

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Personalized portfolio.     Users can set up portfolios of companies they wish to follow within the StreetEvents Institutional product, thereby personalizing the web site and enhancing their productivity.

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Event calendar.     An interactive event calendar enables users to view event information in a calendar interface across various timeframes (today, this week, this month, etc.). This event information can then be downloaded to a user’s personal computer or personal digital assistant.

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Calendar e-mail updates.     Users can choose to be alerted via e-mail prior to a scheduled event for a chosen company. By clicking an icon embedded in the e-mail, users can subsequently download the event information directly to Microsoft’s Outlook calendar on their personal computers, thereby integrating StreetEvents into their daily calendars.

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event date;

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event time;

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conference calls of companies which have authorized access to the individual investor community;

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limited calendar functionality; and

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limited searching.

Banks & Financial Services   Allied Capital FleetBoston John Nuveen Company Nextcard SouthTrust Summit Bancorp   Energy & Utilities   Chevron Cinergy CMS Energy Conoco DTE Energy   Basic Industry   Crown Pacific Hexcel Owens Corning Parker Hannafin USG   Consumer   Hershey Foods Pennzoil-Quaker State Pepsi Bottling Polaroid Quaker Oats Robert Mondavi Stanley Works   Media & Communications   ADC Telecommunications Cablevision Systems Charter Communications GTE Loews Cineplex Entertainment Meredith NorthPoint Communications ZDNet

Retail   Costco CVS Federated Department Stores Musicland Pier 1 Imports Sears Stride-Rite Today’s Man   Real Estate   Equity Office Properties Great Lakes REIT Keystone Property Trust Pacific Gulf Properties Starwood Hotels & Resorts   Transportation   AirTran RailAmerica Smurfit-Stone Container Wisconsin Central Transportation   Healthcare   Alteon EntreMed GeneLogic ICN Pharmaceuticals Millipore Respironics   Services   Edison Schools Equifax Hagler Baily NationsRent Preview Travel ProBusiness Services

Internet   Ask Jeeves Beyond.com CareerBuilder.com CBS Marketwatch.com Earthlink Excite@Home Internet Capital Group Kana Communications Liquid Audio Lycos PlanetRX.com Prodigy RoweCom VerticalNet   Computer & Communications Equipment   Alpha Industries Analog Devices Cisco Systems Crossroads Systems Dell Computer Gadzoox Networks Scientific-Atlanta   Computer Software & Services   Akamai Technologies Accrue Software Interwoven Modem Media.Poppe Tyson Onyx Software Progress Software

Content		Information Provider
Earnings estimates		First Call (Thomson Financial Services)
Institutional holding information		Technimetrics (Thomson Financial Services)
Stock quotes/charts		BigCharts, Inc.
Summary financial data		Media General Financial Services, Inc.
News and financial releases		PR Newswire/Business Wire
SEC Filings		Edgar Online

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effectiveness, ease of use, performance and features of our technology and services;

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client perceptions of the effectiveness of our services and technology;

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our ability to attract and retain personnel;

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the price of our services;

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our ability to service our clients effectively over a broad geographical basis;

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the timing and acceptance of new services and enhancements to existing services developed by us or our competitors; and

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our reputation and brandname.

Name		Age		Position(s)
Executive Officers and Directors:
Jeffrey P. Parker(1)		56		Chairman of the Board of Directors and Chief Executive Officer
Robert I. Adler		33		President and Director
Roland C. Beaulieu		46		Chief Operating Officer
Richard E. Hanlon(2)		52		Director
Keith B. Jarrett(1)		51		Director
Robert C. McCormack(1)(2)		60		Director
Robert C. Shenk, Jr.(1)(2).		34		Director
Key Employees:
Andrew W. Augustine		26		Chief Technology Officer—IR Online
Sunil H. Bhatt		33		Director of Business Development
Timothy Bryan		44		Senior Vice President, Institutional Sales
Peter E. Hall		55		Senior Vice President, Corporate Sales
P. Lynn Little		35		Senior Vice President, Marketing
John D. Phillips, Jr.		35		Senior Vice President, Product Development
Paul M. Prescott		35		Vice President, Finance and Administration
Jose L. Robles		35		Chief Technology Officer —StreetEvents
Carol A. Walker		37		Senior Vice President, Corporate Services

(1)	Member of the compensation committee of the board of directors.

(2)	Member of the audit committee of the board of directors.

Name and  Principal Position		Annual  Compensation(1)						Long-Term Compensation
		Salary  ($)			Bonus  ($)			Securities Underlying Options (#)
Jeffrey P. Parker		$  91,667	(2)		—			621,288
Chief Executive Officer
Robert I. Adler(3)		129,167	(4)		$75,000	(5)		621,288
President

(1)

The column for “Other Annual Compensation” has been omitted because there is no compensation required to be reported in that column. The aggregate amount of perquisites and other personal benefits provided to each employee above is less than 10% of the total annual salary and bonus of that employee.

(2)	Total represents 1999 compensation for services beginning July 1, 1999. Actual annual compensation is $200,000.

(3)

At December 31, 1999, Mr. Adler held 178,736 restricted shares of Series A common stock having an aggregate value of $104,812, based on the fair market value on the date of issuance less the consideration paid. 146,250 of these shares vest monthly in 13 equal installments beginning January 2000. 32,486 of these shares vest in 10 installments of 2,953 shares at the end of each three month period beginning January 2000 with a final installment of 2,956 shares. No cash dividends will be paid on these restricted shares.

(4)	Includes compensation from 1999 of $37,500 to be paid in 2000.

(5)	Includes a bonus earned in 1999, $50,000 of which is to be paid in 2000.

		Individual  Grants						Exercise Price per Share		Expiration Date		Potential  Realizable Value of Assumed Annual Rates of Stock Price Appreciation for Option Term ($)
Name		Number of Securities Underlying Options Granted (#)			Percent of Total Options Granted to Employees in Fiscal 1999 (%)							5%		10%
Jeffrey P. Parker		621,288	(1)		24.1	%		$ 2.00		10/21/09		$		$
Robert I. Adler		621,288	(2)		24.1			2.00		10/21/09

(1)	207,096 shares vest on November 1, 2000 and the remainder vest in eight equal installments of 51,774 at the end of every three-month period thereafter.

(2)	310,644 shares vest on February 28, 2002 and the remaining 310,644 shares vest on February 28, 2003.

		Number of Securities Underlying Unexercised Options at December 31, 1999 (#)				Value of  Unexercised In-the-Money Options at December 31, 1999 ($)
Name		Exercisable		Unexercisable		Exercisable		Unexercisable
Jeffrey P. Parker		—		621,288		—		$7,041,264
Robert I. Adler		—		621,288		—		7,041,264

Ÿ

the type of option to be granted (incentive or non-qualified);

Ÿ

the number of shares of Series A common stock covered by options and the dates upon which such options become exercisable;

Ÿ

the duration of options;

Ÿ

the exercise price of options; and

Ÿ

the manner in which option holders may pay the exercise price of their options, including in cash, in shares of our Series A common stock or in some combination of cash and shares of our Series A common stock.

Ÿ

exercisable for shares of our Series A common stock or shares of stock or other securities, cash or property received by the holders of shares of our Series A common stock as a result of the corporate transaction;

Ÿ

made immediately exercisable in full by approval of the board of directors; or

Ÿ

cancelled, provided that the option holders are first given the opportunity to exercise any vested options or any options made immediately exercisable in full by approval of the board of directors.

Ÿ

a reorganization or merger whether or not CCBN.COM is the surviving or resulting entity thereafter;

Ÿ

the consolidation of CCBN.COM with one or more other entities; or

Ÿ

the liquidation of CCBN.COM or the sale or disposition of substantially all of its assets or outstanding stock.

Sales of Common Stock and Convertible Preferred Stock

Ÿ

we sold 7,740,000 of these shares to Jeffrey P. Parker, our Chief Executive Officer for a total price of $860.

Ÿ

we sold 2,373,750 of these shares to Robert I. Adler, our President, for a total price of $263.75.

Ÿ

we sold 44,043 of these shares to Thomson Information Services for a total price of $146,810.

Ÿ

we sold 30,000 of these shares to The Robert C. McCormack 1967 Trust, a trust for the benefit of Robert C. McCormack, one of our directors, for a total price of $100,000.

Ÿ

we sold 54,000 of these shares to Robert I. Adler, our President for a total purchase price of $6.00

Ÿ

we sold 86,358 of these shares to Thomson Information Services for a total price of $813,234.

Ÿ

we sold 200,676 of these shares to Information Associates-II, L.P. for a total price of $1,889,765. Robert C. McCormack, one of our directors, is affiliated with Information Associates-II, L.P.

Ÿ

we sold 11,706 of these shares to IA-II Affiliates Fund, L.L.C. for a total price of $110,235. Robert McCormack, one of our directors, is affiliated with IA-II Affiliates Fund, L.L.C.

Ÿ

we sold 53,095 of these shares to Richard E. Hanlon, one of our directors, for a total price of $499,996.

Ÿ

we sold 3,568 of these shares to Robert C. McCormack, one of our directors, for a total price of $33,600.

Ÿ

we sold 93,168 of these shares to AOL for a total price of $1,500,005. Richard E. Hanlon and Robert C. Shenk, our directors, are affiliated with AOL.

Ÿ

we sold 114,812 of these shares to Thomson Information Services for a total price of $1,848,473.

Registration Rights

Ÿ

The Parker Family Limited Partnership, controlled by Jeffrey P. Parker, one of our founders and our Chief Executive Officer, which will own 276,138 shares of Series A common stock;

Ÿ

AOL, which is affiliated with Richard E. Hanlon and Robert C. Shenk, our directors, and which will own 279,504 shares of Series A common stock;

Ÿ

Thomson Information Services, which will own 2,547,771 shares of Series A common stock;

Ÿ

Richard E. Hanlon, one of our directors, who will own 159,285 shares of Series A common stock; and

Ÿ

Robert C. McCormack, one of our directors, who will own 10,704 shares of Series A common stock.

Ÿ

are held by all persons and entities that participated in our Series D and Series E convertible preferred stock financings;

Ÿ

allow holders to require us to register their shares under the Securities Act; and

Ÿ

allow holders to include their shares in registration statements filed by us.

AOL

Ÿ

the services agreement between us and AOL is terminated because of our material breach of that agreement;

Ÿ

an AOL competitor consolidates or merges with us and our current stockholders do not own a majority of the voting stock of the resulting or surviving corporation;

Ÿ

Jeffrey P. Parker, our Chief Executive Officer, becomes the holder of more than 60% of our voting stock; or

Ÿ

we sell all of our assets to an AOL competitor.

Stock Options Granted to Executive Officers

Loans to Us

Ÿ

each person or entity or group of affiliated persons or entities known by us to beneficially own 5% or more of our outstanding shares of Series A common stock;

Ÿ

each individual named in the Summary Compensation Table on page 49;

Ÿ

each of our directors; and

Ÿ

all of our executive officers and directors as a group.

Name of  Beneficial Owner		Shares Beneficially Owned (#)		Percentage of Series A Common Stock Beneficially Owned(%)
				Before the Offering			After the Offering
Executive Officers and Directors:
Jeffrey P. Parker		8,016,138		44.5	%
Robert I. Adler		2,321,719		12.9
Roland C. Beaulieu		*		—
Keith B. Jarrett		2,562,771		14.2
Robert C. McCormack		737,850		4.1
Richard E. Hanlon		438,789		2.4
Robert C. Shenk, Jr.		*		—			—
All directors and executive officers as a group (7 persons)		14,077,267		78.2
5% Stockholders Not Listed Above:
Thomson Information Services, Inc.                 22 Thomson Place, Boston, MA 02210		2,547,771		14.2	%

*	Indicates beneficial ownership of less than 1% of the total outstanding Series A common stock.

Ÿ

Jeffrey P. Parker.     These shares include 276,138 shares held by the Parker Family Limited Partnership which Mr. Parker control. Mr. Parker disclaims beneficial ownership of the shares held by the Parker Family Limited Partnership except to the extent of his pecuniary interest in such shares arising from his general partnership interest in the Parker Family Limited Partnership.

Ÿ

Keith B. Jarrett.     These shares include 2,547,771 shares indicated as owned by Mr. Jarrett due to his affiliation with Thomson Financial Information. Mr. Jarrett disclaims beneficial ownership of the shares held by Thomson Financial Information, Inc. The remaining 15,000 shares are issuable upon the exercise of vested options.

Ÿ

Robert C. McCormack.     These shares include 637,146 shares indicated as owned by Mr. McCormack due to his affiliation with funds affiliated with Information Associates. Mr. McCormack is a general partner of Information Associates-II, L.P., and a general partner of IA-II Affiliates Fund, L.L.C. Mr. McCormack disclaims beneficial ownership of the shares held by Information Associates-II, L.P. and by IA-II Affiliates Fund, L.L.C., except to the extent of his pecuniary interest in such shares arising from his general partnership interest in Information Associates-II, L.P. and IA-II Affiliates Fund.

Ÿ

Richard E. Hanlon.     These shares include 279,504 shares indicated as owned by Mr. Hanlon due to his affiliation with AOL. Mr. Hanlon disclaims beneficial ownership of the shares held by AOL.

Series of Capital  Stock		Shares Outstanding		Number of Stockholders of Record
Series B common stock		189,563		11
Series C common stock		196,565		14
Series D common stock		156,801		18
Series E common stock		420,966		18
Series A convertible preferred stock		562,500		1
Series B convertible preferred stock		344,043		17
Series C convertible preferred stock		41,544		1
Series D convertible preferred stock		709,970		24
Series E convertible preferred stock		207,980		2

Number of  Shares		Date
[             ]		After the completion of this offering, freely tradeable shares sold in this offering and shares saleable under Rule 144(k) that are not subject to 180-day lock-up agreements
[             ]		After 180 days from the completion of this offering, the 180-day lock-up will be released and these shares will eligible for sale in the public market under Rule 144 (subject, in some cases, to volume limitations), Rule 144(k) or Rule 701.
[             ]		After 180 days from the completion of this offering, restricted securities that have been held for less than one year and are not eligible for sale in the public market under Rule 144.

Name		Amount
SG Cowen Securities Corporation
Dain Rauscher Incorporated
U.S. Bancorp Piper Jaffray Inc.
William Blair & Company, L.L.C.
Total

		Page(s)
CCBN.COM, Inc.
Report of Independent Accountants		F-2
Consolidated Balance Sheets at December 31, 1998 and 1999		F-3
Consolidated Statements of Operations for the period from February 13, 1997 (date of                  inception) through December 31, 1997 and the years ended December 31, 1998                  and 1999		F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the period                  from February 13, 1997 (date of inception) through December 31, 1997 and the                  years ended December 31, 1998 and 1999		F-5
Consolidated Statements of Cash Flows for the period from February 13, 1997 (date of                  inception) through December 31, 1997 and the years ended December 31, 1998                  and 1999		F-7
Notes to Consolidated Financial Statements		F-8
TalkPoint Communications, Inc.
Report of Independent Accountants		F-22
Balance Sheets as of December 31, 1998 and September 30, 1999		F-23
Statements of Operations for the year ended December 31, 1998 and the nine months                  ended September 30, 1999		F-24
Statements of Stockholders’ Deficit for the year ended December 31, 1998 and the nine                  months ended September 30, 1999		F-25
Statements of Cash Flows for the year ended December 31, 1998 and the nine months                  ended September 30, 1999		F-26
Notes to Financial Statements		F-27
Unaudited Pro Forma Consolidated Financial Information
Unaudited Pro Forma Consolidated Statement of Operations for the year ended                  December 31, 1999		F-33

		December 31,						Pro Forma (Note 3) December 31, 1999
		1998			1999
								(unaudited)
Current assets:
Cash and cash equivalents		$1,067,269			$  3,202,278			$  3,202,278
Accounts receivable, net of allowance for doubtful accounts of $22,000 and $155,046 in         1998 and 1999, respectively		911,802			3,606,914			3,606,914
Prepaid and other current assets (Note 5)		463,173			2,383,182			2,383,182
Total current assets		2,442,244			9,192,374			9,192,374
Other assets		85,304			115,466			115,466
Property and equipment, net (Note 6)		326,059			1,631,968			1,631,968
Intangible assets, net		—			3,774,528			3,774,528
Total assets		$2,853,607			$14,714,336			$14,714,336
Current liabilities:
Accounts payable and accrued liabilities		$     187,365			$  1,137,740			$  1,137,740
Accrued payroll and payroll taxes		358,151			794,162			794,162
Capital lease obligation		18,981			76,527			76,527
Deferred revenue		1,617,854			3,947,465			3,947,465
Notes payable to stockholder (Note 8)		850,000			—			—
Total current liabilities		$3,032,351			$  5,955,894			$  5,955,894
Capital lease obligation		$       51,394			$       193,342			$       193,342
Convertible preferred stock:
Series A convertible preferred stock; $0.01 par value; 562,500 shares authorized, 562,500         issued and outstanding at December 31, 1998 and 1999 (at liquidation value), no         shares issued and outstanding pro forma December 31, 1999		1,500,000			1,500,000			—
Series B convertible preferred stock; $0.01 par value; 344,043 shares authorized, 344,043         issued and outstanding at December 31, 1998 and 1999 (at liquidation value), no         shares issued and outstanding pro forma December 31, 1999		1,146,810			1,146,810			—
Series C convertible preferred stock; $0.01 par value; 41,544 shares authorized, 41,544         issued and outstanding at December 31, 1998 and 1999 (at liquidation value), no         shares issued and outstanding pro forma December 31, 1999		208,274			208,274			—
Series D convertible preferred stock; $0.01 par value; 891,314 shares authorized, 0 and         709,970 issued and outstanding at December 31, 1998 and 1999 (at liquidation value),         respectively, no shares issued and outstanding pro forma December 31, 1999		—			6,685,793			—
Series E convertible preferred stock; $0.01 par value; 1,804,630 shares authorized, 0 and         207,980 issued and outstanding at December 31, 1998 and 1999 (at liquidation value),         respectively, no shares issued and outstanding pro forma December 31, 1999		—			3,348,478			—
Total convertible preferred stock		2,855,084			12,889,355			—
Commitments and contingencies (Note 7)
Stockholder’s equity (deficit) (Notes 8, 9, and 10):
Series A common stock; $0.001 par value; 30,000,000 shares authorized; 11,250,000 and         11,436,573 issued and outstanding at December 31, 1998 and 1999, respectively,         17,980,755 shares issued and outstanding pro forma December 31, 1999		11,250			11,437			17,980
Series B common stock; $0.001 par value; 192,093 shares authorized; 212,400 and         189,563 issued and outstanding at December 31, 1998 and 1999, respectively, no         shares issued and outstanding pro forma December 31, 1999		212			189			—
Series C common stock; $0.001 par value; 244,098 shares authorized; 266,400 and         196,565 issued and outstanding at December 31, 1998 and 1999, respectively, no         shares issued and outstanding pro forma December 31, 1999		266			196			—
Series D common stock; $0.001 par value; 204,047 shares authorized; 189,900 and         156,801 issued and outstanding at December 31, 1998 and 1999, respectively, no         shares issued and outstanding pro forma December 31, 1999		190			157			—
Series E common stock; $0.001 par value; 750,150 shares authorized; 657,450 and         420,966 issued and outstanding at December 31, 1998 and 1999, respectively, no         shares issued and outstanding pro forma December 31, 1999		657			421			—
Additional paid-in-capital		101,674			15,933,957			28,817,732
Deferred compensation and other equity-related charges		(98,838	)		(9,928,634	)		(9,928,634	)
Accumulated deficit		(3,100,633	)		(10,341,978	)		(10,341,978	)
Total stockholder’s equity (deficit)		(3,085,222	)		(4,324,255	)		8,565,100
Total liabilities and stockholder’s equity (deficit)		$2,853,607			$14,714,336			$14,714,336

		1997			1998			1999
Revenue		$    27,311			$1,581,865			$8,696,829
Operating expenses:
Cost of revenue		54,713			957,954			3,760,689
Sales and marketing		438,055			1,960,040			5,256,298
General and administrative		155,541			600,004			2,225,094
Research and development		196,768			367,584			805,521
Equity-related compensation		—			2,622			1,693,457
Amortization of intangible assets		—			—			424,986
Total operating expenses		845,077			3,888,204			14,166,045
Loss from operations		(817,766	)		(2,306,339	)		(5,469,216	)
Interest income, net		2,215			32,718			76,344
Net loss		(815,551	)		(2,273,621	)		(5,392,872	)
Deemed dividend on Series E preferred stock		—			—			(1,848,473	)
Net loss attributable to common stockholders		$(815,551	)		$(2,273,621	)		$(7,241,345	)
Basic and diluted net loss per share		$       (0.20	)		$         (0.24	)		$         (0.68	)
Shares used in computing basic and diluted net loss      per share		4,058,603			9,434,174			10,664,025
Unaudited pro forma basic and diluted net loss      per share								$         (0.49	)
Shares used in computing pro forma basic and      diluted net loss per share (unaudited)								14,717,032

		Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Series D Convertible Preferred Stock				Series E Convertible Preferred Stock
		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Issuance of common stock
Restricted stock grants
Issuance of Series A convertible preferred stock		562,500		$1,500,000
Net loss
Balances at December 31, 1997		562,500		1,500,000
Restricted stock grants
Forfeitures of restricted stock
Amortization of deferred compensation
Issuance of Series B and C convertible preferred     stock						344,043		$1,146,810		41,544		$208,274
Net loss
Balance, December 31, 1998		562,500		1,500,000		344,043		1,146,810		41,544		208,274
Issuance of Series D convertible preferred stock														617,924		$5,818,996
Conversion of notes payable														92,046		866,797
Issuance of Series E convertible preferred stock																		207,980		$3,348,478
Restricted stock grants
Forfeitures of restricted stock
Exercise of stock options
Deferred compensation related to grant of stock     options
Amortization of deferred compensation
Issuance of common stock in connection with     Talkpoint acquisition
Amortization of discount on Series E preferred
Net loss
Balance, December 31, 1999		562,500		$1,500,000		344,043		$1,146,810		41,544		$208,274		709,970		$6,685,793		207,980		$3,348,478

Series A Common Stock						Series B Common Stock						Series C Common Stock						Series D Common Stock						Series E Common Stock						Additional paid-in capital			Deferred compensation and other equity related charges			Accumulated deficit		Total
Shares			Par Value			Shares			Par Value			Shares			Par Value			Shares			Par Value			Shares			Par Value
11,273,400			$11,273																																	$       (10,020)		$         1,253
						225,900			$226																											(201)		25
																																						—
																																				(815,551)		(815,551	)
11,273,400			11,273			225,900			226																											(825,772)		(814,273	)
												427,050			$427			311,400			$312			657,450			$657			$       101,460			$  (101,460	)		(1,240)		156
(23,400	)		(23	)		(13,500	)		(14	)		(160,650	)		(161	)		(121,500	)		(122	)								214								(106	)
																																	2,622					2,622
																																						—
																																				(2,273,621)		(2,273,621	)
11,250,000			11,250			212,400			212			266,400			266			189,900			190			657,450			657			101,674			(98,838	)		(3,100,633)		(3,085,222	)
																														(42,610	)							(42,610	)
																																						—
																														4,811,754			(3,009,056	)		(1,848,473)		(45,775	)
																								94,500			95			1,538,091			(1,314,525	)				223,661
(336,264	)		(336	)		(22,837	)		(23	)		(69,835	)		(70	)		(33,099	)		(33	)		(330,984	)		(331	)		530								(263	)
2,700			3																											3,597								3,600
																														6,993,575			(6,993,575	)				—
																																	1,469,807					1,469,807
520,137			520																											2,527,346								2,527,866
																																	17,553					17,553
																																				(5,392,872)		(5,392,872	)
11,436,573			$11,437			189,563			$189			196,565			$196			156,801			$157			420,966			$421			$15,933,957			$(9,928,634	)		$(10,341,978)		$(4,324,255	)

		1997			1998			1999
Cash flow from operating activities:
Net loss		$  (815,551	)		$(2,273,621	)		$(5,392,872	)
Adjustments to reconcile net loss to cash used in operating            activities:
Depreciation and amortization		43,075			76,067			789,138
Provision for bad debts		—			22,000			130,046
Interest expense		—			—			16,797
Equity-based compensation		—			2,622			1,693,457
Changes in operating assets and liabilities:
Accounts receivable		(45,629	)		(888,173	)		(2,813,313	)
Prepaid and other current assets		(47,875	)		(415,298	)		(1,966,727	)
Accounts payable and accrued liabilities		42,864			144,502			618,514
Accrued payroll and payroll taxes		87,731			270,420			436,011
Deferred revenue		81,680			1,536,174			2,329,611
Net cash used by operating activities		(653,705	)		(1,525,307	)		(4,159,338	)
Cash flow from investing activities:
Purchase of property and equipment		(129,224	)		(237,789	)		(1,301,672	)
Acquisition of TalkPoint		—			—			(970,788	)
Deposits and other long-term assets		(6,541	)		(78,763	)		(30,162	)
Net cash used by investing activities		(135,765	)		(316,552	)		(2,302,622	)
Cash flow from financing activities:
Proceeds from issuance of preferred stock		1,500,000			1,355,084			9,079,089
Proceeds from the issuance of restricted stock		1,278			155			11
Repurchase of forfeited restricted grants		—			(106	)		(263	)
Exercise of stock options		—			—			3,600
Proceeds from issuance of notes payable to stockholder		400,000			850,000			—
Repayment of notes payable to stockholder		—			(400,000	)		—
Repayment of TalkPoint notes payable		—			—			(425,078	)
Payments of capital lease obligations		—			(7,813	)		(60,390	)
Net cash provided by financing activities		1,901,278			1,797,320			8,596,969
Net change in cash and cash equivalents		1,111,808			(44,539	)		2,135,009
Cash and cash equivalents at beginning of the period		—			1,111,808			1,067,269
Cash and cash equivalents at end of the period		$1,111,808			$1,067,269			$3,202,278
Supplemental cash flow information:
Cash paid during the year for interest		—			$       22,775			$       12,106
Supplemental disclosures of noncash transactions:
Acquisition of property and equipment under capital leases— Note 6
Conversion of note payable to shareholder—Note 8
Issuance of common stock for acquisition—Note 4

CCBN (the “Company”) provides internet-based solutions which enable direct communications between companies and investors. The Company’s primary services include:

Ÿ

IR Online—a turnkey, outsourced solution for public companies, which provides a comprehensive range of services designed to enable companies and their investors to communicate more efficiently, and

Ÿ

StreetEvents—a comprehensive, Internet-based portal for investment related event information of interest to investors, the brokerage community and companies.

IR Online was launched in August of 1997. The StreetEvents service was launched commercially in November 1999. Revenue recognized from StreetEvents in 1999 was not material.

The Company was formed as an LLC in February of 1997 and reorganized as a “C” corporation in April 1999. As part of such reorganization, each Member received three shares of common stock and of preferred stock of the Company that was equal to the number of common and preferred Members’ Interests that such Member held immediately prior to the reorganization. The assets and liabilities of the limited liability corporation were transferred to CCBN at historical cost. The reorganization has been accounted for retroactively in the accompanying consolidated financial statements.

Effective October 10, 1999 the Company acquired all of the outstanding shares of TalkPoint Communications, Inc. (“TalkPoint”) for cash and stock. The acquisition was accounted for as a purchase. The results of operations of TalkPoint are included with the consolidated results of the Company beginning on the effective date of the acquisition.

The Company has incurred net losses since inception and expects to incur additional operating losses in the future as the Company continues to expand its service offerings and customer base. Without the proceeds of the contemplated initial public offering, the Company may be required to scale back its growth plans or raise additional financing, from new or previous investors.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents and are carried at market value.

Revenue Recognition

The Company charges its clients subscription fees for the IR Online and StreetEvents services. The Company also charges a one-time set-up fee at the initiation of a contract. Clients may also purchase services for additional fees over and above the subscription fee.

Revenue for the Company’s services is recognized ratably over the contract term for the services provided. Payments received and billings for service revenue, prior to the service period, are classified as deferred revenue. One-time set-up fees charged to clients are deferred and recognized over the client’s initial contract term. One time commission fees paid to the sales force are deferred and are recognized over the client’s initial contract term. Fees for additional services are recognized when the service is delivered to the client.

Property and Equipment

Property and equipment is carried at cost, less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from accounts and any resulting gain or loss is reflected in income.

Depreciation is expensed over the estimated useful lives of the assets, which are three years for computer equipment, purchased software, and furniture and fixtures. Leasehold improvements are depreciated over the lesser of their useful life or the remaining period of the related leases.

Research and Development Costs

Research and development costs are charged to expense when incurred. On January 1, 1999, the Company adopted American Institute of Certified Public Accountants Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”). Accordingly, the Company’s policy is to capitalize costs associated with the development and implementation of its operating systems, including internally and externally developed software. Internal costs eligible for capitalization under SOP 98-1 of $297,060 were capitalized in 1999. These costs are being amortized over 30 months. Amortization expense for the year ended December 31, 1999 was $26,733.

Recently Issued Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The new standard establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. In June 1999, the FASB issued SFAS No. 137, which defers the effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. The Company is currently analyzing this new standard.

Risks and Uncertainties

The Company operates in one segment and is subject to a number of risks similar to other companies in the industry, including but not limited to, rapid technological change, uncertainty of market acceptance of the product, competition from substitute products and larger companies, protection of proprietary technology, ability to scale up its operations to support thousands of simultaneous users of its service, the need to obtain additional financing to support growth, and dependence on third parties and key individuals.

Financial instruments which potentially subject the company to concentrations of credit risk consist principally of money market funds and accounts receivable. The company maintains all of its money market funds with one banking institution.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Intangible Assets

Intangible assets include the completed technology, trademarks and goodwill assumed in the acquisition of TalkPoint. These assets are being amortized using the straight-line method over the estimated economic lives ranging from two to three years. Accumulated amortization was $424,986 at December 31, 1999.

Accounting for Stock-Based Compensation

CCBN accounts for stock-based awards to employees using the intrinsic value method as prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, no compensation expense is recorded for options issued to employees in fixed amounts and with fixed exercise prices at least equal to the fair market value of CCBN’s common stock at the date of grant. From time to time the Company grants performance based options and restricted stock to employees. These grants are accounted for as variable grants, and are remeasured at each balance sheet date and a charge is recorded as the performance criteria are met and the restricted stock or options vest. Options and restricted stock granted to nonemployees are considered variable grants under EITF 96-18. The value of the grants are remeasured over the shorter of the vesting period or the period of performance and the related charge is recorded. CCBN has adopted the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” through disclosure only (Note 10). All stock-based awards to nonemployees are accounted for at their fair value in accordance with SFAS No. 123.

Long-Lived Assets

The Company periodically evaluates the net realizable value of long-lived assets, including goodwill and other intangible assets and property, plant and equipment, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. An impairment in the carrying value of an asset is assessed when the undiscounted, expected future operating cash flows derived from the asset are less than its carrying value.

Income Taxes

Prior to its reorganization as a C Corporation in 1999 (Note 1), CCBN was treated as a Limited Liability Corporation for federal and state income tax purposes. Accordingly, no provision for corporate income taxes was recorded during this period and all losses were passed through to CCBN’s members. Had the Company recognized a provision for income taxes during such period the provision would have been nominal due to net operating losses incurred since inception. At the time of its reorganization, CCBN adopted the liability method of accounting for income taxes as set forth in SFAS No. 109, “Accounting for Income Taxes.”

Advertising Expense

CCBN recognizes advertising expense as incurred. Advertising expense was approximately $0, $2,338 and $25,160 for the period from February 13, 1997 through December 31, 1997 and the years ended December 31, 1998 and 1999, respectively.

Comprehensive Loss

The Company adopted SFAS No. 130, “Reporting Comprehensive Income,” effective January 1, 1998. No differences exist between net loss and comprehensive loss.

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation.

Pro Forma Balance Sheet (Unaudited)

Upon the closing of the Company ’s initial public offering, all of the outstanding shares of Series A, B, C, D and E convertible preferred stock will automatically convert on a 3-for-1 basis and Series B, C, D and E common stock will automatically convert on a .9885-for-1, .9845-for-1, .9848-for-1 and .9758-for-1 basis respectively, to shares (approximately 6,544,180 shares) of the Company ’s Series A common stock assuming an offering price of greater than $          per share. The unaudited pro forma presentation of the balance sheet has been prepared assuming the conversion of the convertible preferred stock into common stock at December 31, 1999.

Net loss per share is computed under SFAS No. 128, “Earnings Per Share.” Basic net loss per share is computed using the weighted average number of shares of common stock outstanding. Diluted loss per share does not differ from basic loss per share since potential common shares from conversion of preferred stock and exercise of stock options are antidilutive for all periods presented and therefore are excluded from the calculation of diluted loss per share. Pro forma basic and diluted net loss per share have been calculated assuming the conversion of all outstanding shares of preferred stock into common shares, as if the shares had converted immediately upon their issuance.

The following sets forth the computation of net loss per share:

		Period from February 13, 1997 through December 31, 1997			Year Ended December 31,
					1998			1999
Numerator:
Net loss attributable to common                  shareholders		$  (815,551	)		$(2,273,621	)		$(7,241,345	)
Denominator:
Weighted average common shares, basic                  and diluted		4,058,603			9,434,174			10,664,025
Net loss per share:
Basic and diluted		$         (0.20	)		$         (0.24	)		$         (0.68	)

The following potentially dilutive common shares were excluded because their effect was antidilutive:

		1997		1998		1999
Convertible preferred stock		1,687,500		2,844,261		5,598,111
Stock options		—		—		2,570,601
Warrants		—		—		4,789,950
Unvested restricted stock		2,709,297		2,734,529		730,898

Pro forma net loss per share is computed using the weighted average number of shares of common stock outstanding, including potentially dilutive common shares arising from the convertible preferred stock (using the if-converted method), which will automatically convert into Series A common stock upon an initial public offering as if converted at the original date of issuance, for both basic and diluted earnings per share.

The following sets forth the computation of pro forma net loss per share:

		Year Ended December 31, 1999
Numerator:
Net loss		$  (7,241,345	)
Denominator:
Weighted average common shares (denominator for basic and                  diluted calculation)		14,717,032
Proforma net loss per share:
Basic and diluted		$           (0.49	)

The following potentially dilutive common shares were excluded because their effect was antidilutive: 2,570,601 options for common stock; 1,596,650 warrants for preferred stock (on initial public offering converts to 4,789,950 warrants for common stock); and 730,898 unvested restricted stock.

CCBN entered into an agreement effective October 10, 1999, for the purchase of TalkPoint, a provider of web-based presentation tools and services. The purchase price consisted of $970,788 in cash (including transaction costs) the issuance of 520,137 shares of Series A Common Stock and the assumption of liabilities of $800,071, for a total purchase price of $4,298,710. The purchase price was allocated to the fair value of the assets acquired including tangible assets of $99,196 consisting primarily of computer and office equipment, and intangible assets of $4,199,514 consisting primarily of completed technology of $1,698,278 and trademarks of $102,353. No patents, material non-competition agreements or operating know-how was acquired. No value was ascribed to the employee base. The remaining excess of purchase price of $2,398,883 was allocated to goodwill, which is being amortized over its estimated useful life of three years. The following unaudited pro forma data summarizes the results of operations for the year ended December 31, 1998 as if the acquisition of TalkPoint had been completed on January 1, 1998. The unaudited pro forma data gives effect to actual operating results prior to the acquisition for adjustments to amortization of goodwill and other intangible assets. These pro forma amounts do not purport to be indicative of actual results had the acquisition had occurred on January 1, 1998 or that may be obtained in the future.

		Year Ended December 31,
		1998			1999
		(unaudited)
Net Revenue		$1,611,426			$8,751,340
Net loss attributable to common shareholders		(2,646,840	)		(9,211,453	)
Net loss per common share:
Basic and diluted		(0.27	)		(0.83	)

As of December 31, 1998 and 1999, prepaid expenses includes:

		1998		1999
Prepaid commissions		$374,264		$     682,049
Prepaid carriage fees		—		1,417,750
Other		88,909		283,383
		$463,173		$2,383,182

Property and equipment are stated at cost and consist of the following at December 31:

		1998			1999
Computer equipment, purchased software and internally de-      veloped software		$  289,468			$1,452,914
Furniture and fixtures		98,688			575,628
Leasehold improvements		62,703			84,531
Total property and equipment		450,859			2,113,073
Less accumulated depreciation		(124,800	)		(481,105	)
Property and equipment, net		$  326,059			$1,631,968

Furniture and fixtures acquired under capital leases were $78,139 and $264,926, for the years ended December 31, 1998 and 1999, respectively. Accumulated depreciation for furniture and fixtures acquired under capital leases is $2,424 and $53,409 at December 31, 1998 and 1999, respectively.

Operating Leases

The Company leases certain facilities under operating lease agreements expiring in 2004. Minimum lease payments as of December 31, 1999 are as follows:

Year
2000		$     602,828
2001		627,926
2002		160,725
2003		118,252
2004		39,417
		$1,549,148

Rent expense for the years ended December 31, 1998 and 1999 was $153,725 and $389,600, respectively. For the period from February 13, 1997 (date of inception) to December 31, 1997, rent expense was $41,625.

Capital Leases

The Company entered into capital lease agreements for furniture and fixtures. Future minimum payments under these leases at December 31, 1999 are as follows:

Year
2000		$  96,155
2001		91,795
2002		79,369
2003		28,476
2004		11,963
Total		307,758
Less amount representing interest		(37,889	)
Present value of future lease payments		269,869
Less current portion		(76,527	)
Long-term portion		$193,342

The Company has commitments for payments to America On Line (“AOL”) for $4,837,037, $3,881,481, and $3,881,481 in the years ending December 31, 2000, 2001 and 2002, respectively (see Note 9).

In 1999 the Company entered into a two year agreement for hosting services. The future minimum commitments under this agreement are $725,832.

The Company issued demand notes to the Parker Family Limited Partnership (“the Investor”). Mr. Jeff Parker, general partner of the Investor, serves as Chairman of the Board of Directors and Chief Executive Officer for the Company and owns 44.5% of the outstanding shares of the Company. At December 31, 1997 and 1998, the Company had $400,000 and $850,000 outstanding, respectively, under the terms of the demand note. The demand notes bear interest at a rate of 6% annually on the average aggregate principal amount outstanding and are payable on demand. Interest expense was $14,000 and $7,177 for the years ending December 31, 1997 and 1998, respectively. In June 1999 notes payable in the amount of $850,000 and accrued interest of $16,797 were converted into 92,046 shares of Series D convertible preferred stock.

The authorized capital stock of the Company consists of (i) 31,390,388 shares of voting common stock ( “Common Stock”) authorized for issuance with a par value of $0.001, of which 30,000,000 shares are designated as Series A common stock, 192,093 are designated as Series B common stock, 244,098 are designated as Series C common stock, 204,047 are designated as Series D common stock and 750,150 are designated as Series E common stock and (ii) 3,644,031 shares of preferred stock with a par value of $0.01, of which 562,500 shares are designated as Series A convertible preferred stock ( “Series A preferred stock”), 344,043 shares are designated as Series B convertible preferred stock (“Series B preferred stock ”), 41,544 shares are designated as Series C convertible preferred stock (“Series C preferred stock”), 891,314 shares are designated as Series D convertible preferred stock ( “Series D preferred stock”) and 1,804,630 shares are designated as Series E convertible preferred stock (“Series E preferred stock, ” collectively “preferred stock”). The limit on shares authorized did not come into effect until April 1999, when the Company reorganized from an LLC to a “C” Corporation.

In October of 1997, the Company issued 562,500 shares of Series A preferred stock at $2.67 per share to investors for total consideration of $1,500,000.

The holders of the preferred stock have voting rights equivalent to the number of shares of common stock into which their shares convert. Preferred stock is convertible at any time by the holders, at a conversion rate of 3-to-1 adjusted for certain events including stock splits and dividends. Upon liquidation, holders of Series A, B, C, D and E preferred stock are entitled to receive, out of funds then generally available, $2.67, $3.33, $5.01, $9.42 and $16.10; respectively per share, plus any declared and unpaid dividends, thereon. Following payment to holders of all other classes of preferred stock to which each series of preferred stock is subordinate, holders of each series of preferred stock are entitled to share in remaining available funds on an “as-if converted” basis with holders of common stock, if any.

In the event preferred stock is issued to any party, the Series A preferred stockholder has the right to purchase additional preferred stock, at a price equal to the greater of the fair market value of the common stock or the price paid in the Company ’s most recent equity financing, to retain its percentage of ownership. Such preemptive right does not apply to common stock issued in connection with an initial public offering, following such time as the Series A Convertible preferred stockholder ownership is less than 5%, or to issuances less than 990,000 common shares to consultants, or agents of the Company.

In March 1998, the Company issued 344,043 shares of Series B preferred stock at $3.33 per share to investors for total consideration of $1,146,810.

In October 1998, the Company issued 41,544 shares of Series C preferred stock at $5.01 per share to investors for total consideration of $208,274.

In June 1999, the Company issued 617,974 shares of Series D preferred stock at $9.42 per share to investors for total consideration of $5,776,386 (net of offering costs of $42,610).

In December 1999, the Company issued 207,980 shares of Series E preferred stock at $16.10 per share to strategic investors for total consideration of $3,302,703 (net of offering costs of $45,775). The 114,812 shares of Series E preferred stock sold to a strategic investor were considered to be sold below fair value, which results in a beneficial conversion feature of $1,848,473. This beneficial conversion feature has been recognized as a deemed dividend and increases net loss attributable to common shareholders. 93,168 shares of the Series E preferred stock were sold to AOL, a strategic partner of the Company. In December 1999, AOL also entered into a service agreement with the Company. The 93,168 shares of Series E preferred stock sold to AOL were considered to be sold below fair value, which results in a deferred charge of $3,009,056 which is being amortized over the life of the services agreement with AOL. $17,553 has been included in selling and marketing expense in 1999.

Under the services agreement, the Company will pay AOL $14,100,000 in carriage fees over the term of the agreement which is 40 months. The Company paid $1,500,000 to AOL in December of 1999 and payment terms provide for payments of $4,837,037, $3,881,481, and $3,881,481 in the years ending December 31, 2000, 2001, and 2002. Upon an initial public offering, such payments will be accelerated by one quarter. Carriage fees will be recognized as sales and marketing expense ratably over the term of the agreement. In exchange, the Company will be the premier provider of investor relations information to subscribers of AOL over the term of the agreement. During that term AOL has committed to provide a minimum number of impressions to the Company ’s presence on the AOL network. In addition, AOL has the right to sell advertisement on the Company’s sites and co-branded sites within the AOL network. AOL will pay the Company a percentage of the advertising fees earned, depending on the volume of advertising sold. The Company did not recognize any advertising revenue under this arrangement in the year ended December 31, 1999. Furthermore, the Company has granted to AOL warrants to purchase 1,596,650 additional shares of Series E preferred stock. Warrants for up to 532,217 shares may be vested during the period from commencement of the agreement through March 31, 2001. Warrants for up to 1,065,432 (including the number of warrants vested in the first vesting period) may be vested in the period from April 1, 2001 to March 31, 2002. Warrants for up to 1,569,650 (including the number of warrants vested in the first vesting periods) may be vested in the period from April 1, 2002 to March 31, 2003. The number of warrants vested is based on the advertising revenue generated by AOL on the Company’s site and co-branded sites in the AOL network. Warrants for the first 250,000 shares of Series E preferred stock have an exercise price of $16.10 per share. The exercise price of the remaining warrants will be set at 90% of the then fair market value at the date the warrants vest. At December 31, 1999 no warrants have vested. The fair value of the warrants will be calculated using the Black Scholes valuation model at the time the performance criteria are met and the warrants vest. The value of the vested warrants will be recognized as sales and marketing expense in the period the warrants become vested.

As of December 31, 1999, all outstanding shares of preferred stock will automatically convert into shares of common stock upon the closing of the anticipated public offering as follows:

		Shares of common stock
Series A preferred stock		1,687,500
Series B preferred stock		1,032,129
Series C preferred stock		124,632
Series D preferred stock		2,129,910
Series E preferred stock		623,940
		5,598,111

On April 1, 1999, the Company effected a 3-for-1 stock split through a stock dividend of common stock and preferred stock. On January 31, 2000, the board of directors declared a 3-for-1 stock split of only the Company’s common stock, which will be effective as of                      . All references to preferred and common stock share and per share amounts including options and warrants to purchase common stock have been retroactively restated to reflect these stock splits for all periods presented.

On the completion of an initial public offering, all shares of Series B, C, D and E Common Stock shall automatically convert into shares of Series A Common Stock. As of December 31, 1999, the number of shares of Series A common stock into which Series B, C, D and E common stock will automatically convert upon the closing of the anticipated public offering is as follows:

		Shares of Series A
Common Stock Series
B		187,383
C		193,518
D		154,410
E		410,758

The common stockholders are entitled to one vote per share. At December 31, 1999, the Company had reserved 13,904,731 shares of Series A common stock, for future issuance upon conversion of Series B, C, D, and E common stock, Series A, B, C, D and E preferred stock, and the exercise of warrants and stock options.

1999 Option Plan

In 1999, the Board of Directors adopted the 1999 Stock Incentive Plan (the “1999 Option Plan”) for the issuance of incentive and nonqualified stock options and restricted stock awards. The number of shares of common stock reserved for issuance under the 1999 Option Plan is 4,926,699 shares. Options to purchase common stock and restricted stock awards are granted at the discretion of the Board of Directors.

Under the terms of the 1999 Option Plan, the exercise price of incentive stock options granted must not be less than 100% (110% in certain cases) of the fair market value of the common stock on the date of grant, as determined by the Board of Directors. The exercise price of nonqualified stock options may be less than the fair market value of the common stock on the date of grant, as determined by the Board of Directors but in no case may the exercise price be less than the statutory minimum. The options have a term of ten years. Vesting of options granted is at the discretion of the Board of Directors, which typically is four years. Certain options issued to the sales force are immediately exercisable. Options issued to advisory board members vest at the end of seven years, and accelerate vest based on attendance at advisory board meetings.

A restricted stock award provides for the issuance of common stock to directors, officers, advisory board members and employees at prices determined by the Board of Directors. Generally, 25% of the shares vest on the first anniversary of the date of purchase and, thereafter, the remaining shares vest on a quarterly basis through the fourth anniversary of the date of purchase. Certain restricted stock awards to the sales force vest based on performance of sales related goals. Restricted stock issued to advisory board members vest at the end of seven years, and accelerate vest based on attendance at advisory board meetings.

During the year ended December 31, 1999, the Company recorded deferred compensation of $6,920,957 for stock options granted to employees which were subsequently determined to be below fair value. The Company is recognizing the compensation expense over the vesting period. In the year ended December 31, 1999, related expense recognized was $788,013.

During the years ended December 31, 1998 and 1999, the Company recorded deferred compensation of $85,030 and $1,061,088 for performance based restricted stock granted to employees. The Company is recognizing the compensation expense during the period the performance criteria are met. In the year ended December 31, 1999, related expense recognized was $788,675.

During the year ended December 31, 1999, the Company recorded deferred compensation of $72,618 for options granted to nonemployees. During the years ended December 31, 1998 and 1999, the Company recorded deferred compensation of $16,430 and $253,437, respectively for restricted stock granted to nonemployees. The Company is recognizing the compensation expense over the shorter of the vesting period or the period of performance. In the period ended December 31, 1998 and 1999, related expense recognized was $2,622 and $116,769, respectively.

A summary of activity under the Company’s 1999 Option Plan for the year ended December 31, 1999 is presented below:

		Shares		Weighted average exercise price
Outstanding at December 31, 1998		—		—
Granted		2,588,976		$1.56
Exercised		2,700		$1.33
Canceled		15,675		$0.76
Outstanding at December 31, 1999		2,570,601		$1.57

The following table summarizes information about stock options outstanding at December 31, 1999:

Range of exercise prices		Number of options outstanding		Weighted average remaining contractual life		Weighted average exercise price		Exercisable
								Number of options		Weighted average exercise price
$0.67		636,735		9.26		$0.67		50,142		$0.67
$1.33		391,890		9.59		$1.33		7,800		$1.33
$2.00		1,541,976		9.80		$2.00		39,675		$2.00
$.67 –  $2.00		2,570,601		9.64		$1.57		97,617		$1.26

SFAS No. 123, “Accounting for Stock-Based Compensation,” encourages but does not require companies to record compensation cost for stock-based employee compensation at fair value. The Company has chosen to account for stock-based compensation granted to employees using the intrinsic value method prescribed in APB No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, deferred compensation cost for restricted stock awards and stock options granted to employees is measured as the excess, if any, of the fair value of the Company’s stock at the date of the grant over the amount that must be paid to acquire the stock. For the year ended December 31, 1998 and 1999, the Company recorded $101,460 and $8,308,100 in deferred compensation for restricted stock awards and options to purchase common stock granted at exercise prices subsequently determined to be below the fair value of the common stock. Compensation expense of $2,622 and $1,693,457 was recognized during the years ended December 31, 1998 and 1999, respectively.

Had the value of option granted been measured using the fair value method prescribed by SFAS No. 123, the fair value of the options granted for the year ended December 31, 1999 is estimated to be $2.98 per share. The fair value of the option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: weighted average risk-free rate of 5.319%; no expected dividends; an expected life of 5 years; and no volatility. Had the Company accounted for stock options to employees under the fair value method prescribed under SFAS No. 123, net loss as reported for the year ended December 31, 1999 would have been $7,813,625. Basic and diluted net loss per share would have been $(0.73) on a pro forma basis for the year ended December 31, 1999. The effects of applying SFAS No. 123 in this pro forma disclosure are not indicative of future amounts.

There is no provision for income taxes for any of the periods presented. The difference between the amount of income tax benefit recorded of zero and the amount of income tax benefit calculated using the federal statutory rate of 34% is due to net operating losses being fully offset by a valuation allowance.

Deferred tax assets are comprised of the following:

		December 31, 1999
Deferred tax assets:
Net operating loss carryforwards		$1,200,000
Other temporary difference		624,000
Gross deferred tax assets		1,824,000
Valuation allowance		(1,189,083	)
Net deferred tax asset		634,917
Deferred tax liability		(634,917	)
Net deferred tax assets		$             —

The Company has provided a full valuation allowance for its net deferred tax assets since it is more likely than not that these future benefits will not be realized. If the Company achieves future profitability, a significant portion of these deferred tax assets could be available to offset future income taxes.

At December 31, 1999, the Company has a net operating loss carryforward for federal and state purposes of approximately $3 million available to reduce future federal and state income taxes payable. These net operating loss carryforwards begin to expire in 2017 and 2002, respectively.

Under the Internal Revenue Code, certain substantial changes in the Company’s ownership could result in an annual limitation on the amount of net operating loss and tax credit carryforwards which can be utilized in future years.

In January 2000, the Company sold 49,589 shares of Series E convertible preferred stock to an executive of the Company in exchange for $200,000 in cash and a note for $600,000. The difference between the fair value of the stock and the purchase price for the number of shares purchased totals $1,185,177 and is considered to be compensation expense to be recognized in the quarter ending March 31, 2000. In addition, the Company granted options for the purchase of 600,000 shares of common stock with an exercise price of $3.33 and 150,000 options with an exercise price of $5.37 to the same executive. These option grants result in deferred compensation of $7,195,000, which will be amortized over the vesting period of 36 months.

In January 2000, the 2000 Outside Director Stock Option Plan and the 2000 Employee Stock Purchase Plan were adopted by the Board of Directors and are subject to shareholder approval. A total of 250,000 and 300,000 shares of Series A common stock may be issued under the director stock option plan and the employee stock purchase plan, respectively.

		December 31, 1998			September 30, 1999
ASSETS
Current assets:
Cash and cash equivalents		$             —			$         1,442
Accounts receivable, net of allowances for doubtful accounts of $0 and                 $3,000 at December 31, 1998 and September 30, 1999, respectively		1,500			11,845
Total current assets		1,500			13,287
Fixed assets, net		4,932			85,909
Total assets		$         6,432			$       99,196
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK      AND STOCKHOLDERS’ DEFICIT
Current liabilities;
Cash overdraft		$       13,132			$             —
Line of credit		5,000			5,000
Accounts payable		112,889			292,073
Accrued interest		15,510			38,638
Accrued payroll taxes		49,057			—
Accrued expenses		—			41,389
Deferred revenue		19,159			8,363
Notes payable		80,000			80,000
Notes payable to related parties		113,550			340,078
Total current liabilities		408,297			805,541
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock:
Redeemable convertible preferred stock Series A, $.01 par value; 246,000                 shares authorized, none issued and outstanding at September 30, 1999 and                 December 31, 1998		—			—
Redeemable convertible preferred stock Series B, $.01 par value; 2,400,000                 shares authorized, none issued and outstanding at September 30, 1999 and                 December 31, 1998		—			—
Stockholders’ deficit:
Common stock $.01 par value; 10,000,000 shares authorized, 3,080,303 and                 3,105,303 issued and outstanding at December 31, 1998 and                 September 30, 1999		30,803			31,053
Additional paid-in capital		726,586			1,106,507
Note receivable from shareholder		(10,500	)		—
Accumulated deficit		(1,148,754	)		(1,843,905	)
Total stockholders’ deficit		(401,865	)		(706,345	)
Total liabilities, redeemable convertible preferred stock and                            stockholders’ deficit		$         6,432			$       99,196

		Year ended December 31, 1998			Nine months ended September 30, 1999
Revenue		$    29,561			$    54,511
Operating expenses:
Cost of revenue		24,100			34,122
Selling, general and administrative		119,005			90,807
Research and development		259,675			246,934
Total operating expenses		402,780			371,863
Loss from operations		(373,219	)		(317,352	)
Interest expense		15,685			377,799
Net loss		$(388,904	)		$(695,151	)

		Common stock				Additional paid-in capital		Note receivable			Accumulated deficit			Total stockholders’ deficit
		Shares		Par value
Balance at December 31, 1997		3,000,000		$30,000		$     645,480		$         —			$  (759,850	)		$  (84,370	)
Issuance of common stock		80,303		803		81,106		(10,500	)					71,409
Net loss											(388,904	)		(388,904	)
Balance at December 31, 1998		3,080,303		30,803		726,586		(10,500	)		(1,148,754	)		(401,865	)
Issuance of common stocks		25,000		250		25,250								25,500
Repayment of note receivable								10,500						10,500
Issuance of warrants						354,671								354,671
Net loss											(695,151	)		(695,151	)
Balance at September 30, 1999		3,105,303		$31,053		$1,106,507		$         —			$(1,843,905	)		$(706,345	)

		Year ended December 31, 1998			Nine months ended September 30, 1999
Cash flows from operating activities:
Net loss		$(388,904	)		$(695,151	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,544			9,885
Amortization of warrant issued with notes payable		—			354,671
Provision for bad debts					3,000
Changes in operating assets and liabilities:
Accounts receivable		5,475			(13,345	)
Deferred revenue		19,159			(10,796	)
Accounts payable		93,552			179,185
Accrued interest		15,510			23,128
Accrued payroll taxes		49,057			(49,057	)
Accrued expenses		—			41,388
Net cash used in operating activities		(202,607	)		(157,092	)
Cash flows from investing activities:
Purchases of fixed assets		—			(90,862	)
Net cash used in investing activities		—			(90,862	)
Cash flows from financing activities:
Cash overdraft		13,132			—
Repayment of cash overdraft		—			(13,132	)
Proceeds from notes payable to related parties		93,550			226,528
Repayment of notes payable		(10,000	)		—
Issuance of common stock		71,409			36,000
Net cash provided by financing activities		168,091			249,396
Net increase (decrease) in cash and cash equivalents		(34,516	)		1,442
Cash and cash equivalents, beginning of period		34,516			—
Cash and cash equivalents, end of period		$           —			$       1,442
Supplemental disclosure of cash flow information:
Interest paid		$         175			$           —
Conversion of notes payable to common stock		$    10,500			$           —

TalkPoint Communications, Inc. (the “Company” or “TalkPoint”) was incorporated on July 15, 1996 to bring effective web-based presentation tools and services to market. The Company’s principal markets are companies which utilize multimedia presentations synchronizing narrative with audio using the telephone.

TalkPoint Communications operates in one segment and is subject to the risks and uncertainties common to growing companies, including reliance on certain customers, growth and commercial acceptance of the Internet, dependence on principal products and services and third-party technology, activities of competitors and dependence on key personnel such as the Company’s Chief Executive Officer, and limited operating history.

Significant accounting policies followed in the preparation of the financial statements are as follows:

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 1999 and December 31, 1998, the Company ’s cash equivalents consisted of money market funds totaling approximately $1,442 and $0, respectively. The carrying amount in the financial statements approximates fair value due to the short maturity and holding period of these instruments.

Revenue Recognition

Revenue for the Company’s service is recognized over the contract term for services provided. Payments received and billings for service revenue, prior to the service period, are classified as deferred revenue.

Fair Value of Financial Instruments

The carrying amounts of TalkPoint ’s financial instruments, which include cash equivalents, accrued expenses and notes payable, approximate their fair values at September 30, 1999 and December 31, 1998.

Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations of credit risk include accounts receivable. The Company performs ongoing evaluations of customers ’ financial condition and does not generally require collateral. The Company maintains reserves for potential credit losses, which in the aggregate, have not exceeded management’s expectations.

At September 30, 1999, accounts receivable from three customers accounted for 100% of total accounts receivable. At December 31, 1998, one customer represented 100% of total accounts receivable.

During the nine months ended September 30, 1999, revenue from two customers accounted for approximately 42% of total revenue. During the year ended December 31, 1998, revenue from four customers accounted for approximately 61% of total revenue.

Fixed Assets

Fixed assets are recorded at cost and depreciated over their estimated useful lives, generally three years, using the straight-line method. Capital leases and leasehold improvements are amortized over the shorter of the lease life or the estimated useful life of the asset. Upon retirement or sale, the cost of the assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of income. Maintenance and repair costs are expensed as incurred.

Research and Development and Software Development Costs

Costs incurred in the research and development of the Company’s products are expensed as incurred.

Advertising Expense

The Company recognizes advertising expense as incurred. Advertising expense was approximately $500 and $0 for the year ended December 31, 1998, and the nine months ended September 30, 1999, respectively.

Income Taxes

The Company provides for income taxes using the liability method whereby deferred tax liabilities and assets are recognized based on temporary differences between the amounts presented in the financial statements and the tax basis of assets and liabilities using current statutory tax rates. A valuation allowance is established against net deferred tax assets, if based on the weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Comprehensive Income

Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income” (SFAS 130), is effective for fiscal years beginning after December 15, 1997. SFAS 130 requires that changes in comprehensive income be shown in a financial statement that is displayed with the same prominence as other financial statements. The Company adopted SFAS 130 in the fiscal year ended December 31, 1998. No difference between comprehensive income and net income exists.

Fixed assets consist of the following:

		Estimated useful life in years		September 30, 1999		December 31, 1998
Computer equipment and software		3		$101,492		$10,630
Less —  accumulated				15,583		5,698
				$  85,909		$  4,932

Depreciation expense for the nine months ended September 30, 1999 and the year ended December 31, 1998 was $9,885 and $3,544, respectively.

In April 1999, the Company entered into a line of credit with the CEO of the Company providing borrowings of up to $200,000 at a lending rate of 9%. Borrowings under this line of credit are payable on demand. At September 30, 1999 and December 30, 1998 there was $5,000 outstanding under this line of credit.

In January, March, April, and May of 1999, the Company entered into convertible note agreements with the CEO of CCBN.COM, Inc. totaling $220,000. The notes are payable 90 days from the date of issuance and bear interest at a rate of prime plus 2%. At September 30, 1999, the Company had $220,000 in convertible notes outstanding. The convertible notes are secured by substantially all assets of the Company. The notes are personally guaranteed by the CEO of the Company.

In connection with the convertible notes, the Company granted warrants to purchase 90,355 shares of the Company’s common stock at an exercise price of $1.02 per share. These warrants are exercisable immediately and expire ten years from the grant date. The fair value of the warrants, estimated to be approximately $84,016 at issuance, has been recorded as additional paid-in capital and has been amortized to interest expense. The value of the warrants was estimated using the Black-Scholes valuation model at the date of grant.

On April 6, 1999 the Company granted a warrant to the CEO of CCBN.COM, Inc. to purchase common stock equal to 10% of the fully diluted shares of the Company, (317,102 shares at April 6, 1999, 319,566 shares at September 30, 1999). The exercise price relating to this warrant is $1.35 per share. The warrant is exercisable immediately and expires ten years from the grant date. The fair value of the warrant, estimated to be $354,671, has been recorded as additional paid-in capital and has been amortized to interest expense. The value of the warrant was estimated using the Black-Scholes valuation model at the date of grant.

Redemption

Series A and Series B Preferred Stock are redeemable anytime after July 10, 2003 at the option of the holders at a redemption price of $1.02 and $1.31 per share, respectively, plus any accrued but unpaid dividends.

Conversion

Each share of the Series A and Series B Preferred Stock is convertible at any time at the option of the holder into shares of common stock at a ratio of one share of common stock for each share of Series A and Series B Preferred Stock, subject to certain anti-dilution adjustments. The Series A and Series B Preferred Stock will automatically convert to common stock immediately upon the closing of a public offering of the Company’s common stock resulting in gross proceeds of at least $15,000,000 based on an offering price per share of not less than $8.00.

Dividends

The holders of Series A and Series B Preferred Stock are entitled to receive dividends at an annual rate of 6% of the original purchase price. Dividends are payable whether or not declared. There were no unpaid dividends on Series A and Series B Preferred Stock at September 30, 1999 and December 31, 1998.

Liquidation Preference

In the event of any liquidation, dissolution or winding up of the affairs of the Company, the holders of the Series A and Series B Preferred Stock are entitled to receive on a pro rata basis, prior and in preference to the holders of common stock, $1.02 per share and $1.31 per share, respectively, plus all accrued and unpaid dividends.

After distribution of the above liquidation preference, and after distribution of $400,000 to holders of Special Designated Common Stock (Note 7), the holders of Series A and Series B Preferred Stock are entitled to receive an amount that would be distributable if converted into Common Stock.

Voting Rights

Each holder of the Series A and Series B Preferred Stock is entitled to the number of votes equal to the number of shares of common stock into which such holder’s shares are convertible at the record date for such vote.

Common Stock

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, if any, as may be declared by the Board of Directors, subject to preferential dividend rights of the preferred stockholders.

The Company has reserved 409,921 shares of common stock for the conversion of outstanding warrants.

Special Designated Common Stock

If, and as long as shares of Series A or Series B Preferred Stock are issued and outstanding, shares of Common Stock held by Hoyt Prisock shall be identified as Special Designated Common Stock so that he shall be entitled to a liquidation preference of $400,000, but subject to the preference of Series A and Series B Preferred Stock. After payment of Liquidation Preference to Preferred Stockholders and after payment of $400,000 to Hoyt Prisock, the remaining assets of the Company shall be distributed among common shareholders.

There is no provision for income taxes for any of the periods presented. The difference between the amount of income tax benefit recorded of zero and the amount of income tax benefit calculated using the federal statutory rate of 34% is due to net operating losses being fully offset by a valuation allowance.

		September 30, 1999			December 31, 1998
Net operating carryforwards		$296,077			$144,424
Other temporary differences		119,698			15,485
Gross deferred tax assets		415,775			159,909
Deferred tax asset valuation allowance		(415,775	)		(159,909	)
		$         —			$         —

The Company has provided a full valuation allowance for the deferred tax assets since it is more likely than not that these future benefits will not be realized. If the Company achieves future profitability, a significant portion of these deferred tax assets could be available to offset future income taxes.

At September 30, 1999, the Company has federal and state net operating loss and research and development tax credit carryforwards of approximately $750,000 available to reduce future federal and state income taxes payable. These net operating loss carryforwards expire beginning 2017.

Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership could result in an annual limitation on the amount of net operating loss and tax credit carryforward which can be utilized in future years.

The Company leases its facilities under noncancelable operating leases.

Future lease obligations as of September 30, 1999 are as follows:

		Operating leases
Three months ending December 31, 1999		$2,486
Year ending December 31, 2000		5,100
Total minimum lease payments		$7,586

Rental expense under operating leases for the nine months ended September 30, 1999 and the year ended December 31, 1998 was $7,423 and $7,863, respectively.

On October 10, 1999 the Company was acquired by CCBN.COM, Inc. In connection with this acquisition, each shareholder of TalkPoint received $.31 in cash and .056 shares of CCBN.COM Series A common stock for each share of TalkPoint common stock held. Upon consummation of the acquisition, TalkPoint’s line of credit, notes payable and convertible notes payable, along with related accrued interest were repaid by CCBN.COM. Additionally, the warrants issued in connection with the convertible notes were forfeited by the noteholder.

Prior to the acquisition, in October 1999, TalkPoint issued 5,805 shares of common stock to a consultant as payment for services rendered. Expense relating to the issuance of these common shares was $11,293 based on the fair value of the shares at the date of issuance.

		Year Ended December 31, 1999
		CCBN.COM			Talkpoint Communic- ations, Inc. (A)			Adjustments			Total
Revenue		$8,696,829			$    54,511						$8,751,340
Operating expenses:
Costs of revenue		3,760,689			34,122						3,794,811
Selling and marketing		5,256,298			28,346						5,284,644
General and administrative		2,225,094			62,461						2,287,555
Research and development		805,521			246,934						1,052,455
Equity related compensation		1,693,457									1,693,457
Amortization of intangible assets		424,986						$1,274,957	(B)		1,699,943
Total operating expenses		14,166,045			371,863			1,274,957			15,812,865
Loss from operations		(5,469,216	)		(317,352	)		(1,274,957	)		(7,061,525	)
Interest income (expense)		76,344			(377,799	)					(301,455	)
Net loss		(5,392,872	)		(695,151	)		(1,274,957	)		(7,362,980	)
Deemed dividend on Series E Preferred      Stock		(1,848,473	)		—						(1,848,473	)
Net loss attributable to common      stockholders		$(7,241,345	)		$(695,151	)		$(1,274,957	)		$(9,211,453	)
Basic and diluted net loss      per share (C, D)		$         (0.68	)								$         (0.83	)
Shares used in computing basic and diluted      net loss per share		10,664,025						401,860			11,065,884

A.	The results for TalkPoint reflect the nine months ended September 30, 1999, as the remainder of the year are included in CCBN.COM’s results.

B.

Completed technology, trademarks and goodwill were a result of the acquisition in 1999, which are amortized over a two-year and three-year period. Additional amortization expense of approximately $1,274,957 for 1999 would have been recorded if this acquisition had occurred at the beginning of such period. Total amounts that would have been recorded as completed technology, trademarks and goodwill was $4,199,514 at January 1, 1999.

C.

The pro forma combined per share amounts in the unaudited pro forma combined statement of operations is based upon the aggregate of (1) the historical weighted average number of shares of CCBN.COM Series A common stock outstanding during the year ended December 31, 1999 and (2) the shares of CCBN.COM Series A common stock issued in connection with the acquisition of TalkPoint.

D.	Had pro forma loss per share been computed assuming the conversion of CCBN.COM’s convertible preferred stock into Series A common stock as of the later of January 1, 1999 or their date of issuance, net loss would have been $0.61 per share.

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SEC registration fee		$    15,180
NASD filing fee		6,250
Nasdaq National Market listing fee		*
Blue Sky fees and expenses		*
Transfer Agent and Registrar fees		*
Accounting fees and expenses		*
Legal fees and expenses		*
Director and Officer Liability Insurance		*
Printing and mailing expenses		*
Miscellaneous		*
Total		$             *

*	To be filed by amendment.

Ÿ

we issued a total of 3,757,800 shares of Series A common stock in exchange for a total of 1,252,600 common units held by common members;

Ÿ

we issued a total of 75,300 shares of Series B common stock in exchange for a total of 25,100 common units held by common members;

Ÿ

we issued a total of 142,350 shares of Series C common stock in exchange for a total of 47,450 common units held by common members;

Ÿ

we issued a total of 103,800 shares of Series D common stock in exchange for a total of 34,600 common units held by common members;

Ÿ

we issued a total of 219,150 shares of Series E common stock in exchange for a total of 73,050 common units held by common members;

Ÿ

we issued a total of 562,500 shares of Series A convertible preferred stock in exchange for a total of 187,500 common units held by preferred members;

Ÿ

we issued a total of 344,043 shares of Series B convertible preferred stock in exchange for a total of 114,681 common units held by preferred members;

Ÿ

we issued a total of 41,544 shares of Series C convertible preferred stock in exchange for a total of 13,848 common units held by preferred members; and

Ÿ

we issued a total of 92,096 shares of Series D convertible preferred stock in exchange for a total of 32,912 common units held by preferred members.

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1		Second Amended and Restated Certificate of Incorporation of CCBN.COM, Inc., as currently in effect
3.2		By-laws of CCBN.COM, as currently in effect
4.1*		Specimen Certificate for shares of Series A common stock of CCBN.COM
5.1*		Opinion of Hale and Dorr LLP
10.1		1999 Incentive and Non-Statutory Stock Option Plan
10.2		1999 Incentive and Non-Statutory Stock Option Plan Form of Notice of Grant of Non- Statutory Stock Option
10.3		1999 Incentive and Non-Statutory Stock Option Plan Form of Notice of Grant of Incentive Stock Option
10.4		Stock Purchase Agreement, dated June 9, 1999, by and among CCBN.COM and certain stockholders
10.5*		Interactive Services Agreement between CCBN.COM and America Online, Inc., dated December 23, 1999
10.6*		Stock Purchase Agreement, dated December 23, 1999, by and among CCBN.COM, Thomson Information Services, Inc. and America Online, Inc.
10.7*		Amended and Restated Registration Rights Agreement, dated December 23, 1999, by and among CCBN.COM, Thomson Information Services, Inc. and AOL and certain other stockholders
10.8*		Stock Subscription Warrant issued to America Online, Inc., dated December 23, 1999
10.9		Assignment of Leasehold Estate by Invention Machine Corporation in favor of CCBN.COM, dated August 13, 1999
10.10		2000 Outside Director Stock Option Plan

Exhibit No.		Description
10.11		2000 Employee Stock Purchase Plan
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of PricewaterhouseCoopers LLP
23.3*		Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1		Powers of Attorney (included on the signature page of the registration statement)
27.1		Financial Data Schedule

*	To be filed by amendment.

(1)

For purposes of determining any liability under the Securities Act, the information omitted form the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.

CCBN.COM, INC .

By:    /S /    JEFFREY P. PARKER

Jeffrey P. Parker

Chairman and Chief Executive Officer

Signature		Title		Date
/S /    JEFFREY P. PARKER		Chairman of the Board of Directors and		February 3, 2000
Jeffrey P. Parker		Chief Executive Officer
/S /    ROBERT I. ADLER		President and Director		February 3, 2000
Robert I. Adler
/S /    PAUL M. PRESCOTT		Vice President, Finance and Administration		February 3, 2000
Paul M. Prescott		Chief Accounting Officer
/S /    KEITH B. JARRETT		Director		February 3, 2000
Keith B. Jarrett
/S /    ROBERT C. MC CORMACK		Director		February 3, 2000
Robert C. McCormack
/S /    RICHARD E. HANLON		Director		February 3, 2000
Richard E. Hanlon
/S /    ROBERT C. SHENK , JR .		Director		February 3, 2000
Robert C. Shenk, Jr.

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1		Second Amended and Restated Certificate of Incorporation of CCBN.COM, Inc., as currently in effect
3.2		By-laws of CCBN.COM, as currently in effect
4.1*		Specimen Certificate for shares of Series A Common Stock of CCBN.COM
5.1*		Opinion of Hale and Dorr LLP
10.1		1999 Incentive and Non-Statutory Stock Option Plan
10.2		1999 Incentive and Non-Statutory Stock Option Plan Form of Notice of Grant of Non- Statutory Stock Option
10.3		1999 Incentive and Non-Statutory Stock Option Plan Form of Notice of Grant of Incentive Stock Option
10.4		Stock Purchase Agreement, dated June 9, 1999, by and among CCBN.COM and certain stockholders
10.5*		Interactive Services Agreement between CCBN.COM and AOL, dated December 23, 1999
10.6*		Stock Purchase Agreement, dated December 23, 1999, by and among CCBN.COM, Thomson Information Services, Inc. and America Online, Inc.
10.7*		Amended and Restated Registration Rights Agreement, dated December 23, 1999, by and among CCBN.COM, Thomson Information Services, Inc. and AOL and certain other stockholders
10.8*		Stock Subscription Warrant issued to AOL, dated December 23, 1999
10.9		Assignment of Leasehold Estate by Invention Machine Corporation in favor of CCBN.COM, dated August 13, 1999
10.10		2000 Outside Director Stock Option Plan
10.11		2000 Employee Stock Purchase Plan
23.1		Consent of PricewaterhouseCoopers LLP
23.2		Consent of PricewaterhouseCoopers LLP
23.3*		Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1		Powers of Attorney (included on the signature page of the registration statement)
27.1		Financial Data Schedule

*	To be filed by amendment.