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Filed by Active Voice, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Active Voice, Inc.
Commission File No.: 0-22804
Contact: Jose S. David
206-441-4700 ext.1105
[email protected]
Active Voice Corporation Announces Financial Results for its
Second Fiscal Quarter Ended September 30, 2000
(Seattle, Washington, USA--November 10, 2000)--Active Voice Corporation
(NASDAQ: ACVC), a global provider of unified messaging and computer telephony
software solutions, today announced financial results for its second fiscal
quarter ended September 30, 2000. Additionally, the Company recently signed
an agreement with Motorola, Inc. to deploy Unity-TM- Enterprise, its Windows
NT-Registered Trademark--based, true unified messaging communications server,
to Motorola's offices worldwide.
FINANCIAL RESULTS
Revenues for the quarter were $13.9 million, as compared to $11.3 million
for the quarter ended June 30, 2000, representing an increase of 23%. The net
loss for the most recent quarter was $2.4 million, or $0.22 per share, as
compared to a net loss of $4.3 million or $0.38 per share, for the quarter ended
June 30, 2000.
For the six months ended September 30, 2000 revenues were $25.2 million,
compared to
$39.0 million for the comparable prior year period, representing a decrease
of 35%. The net loss for the year was $6.7 million or $0.60 per share, as
compared to earnings of $10 million or $1.08 per share for the six months ending
September 30, 1999.
"The increase in revenue from the immediately preceding quarter was due to
a patent licensing agreement," said Frank J. Costa, Active Voice president and
chief executive officer.
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"Additionally, we experienced increased demand for Unity messaging systems,
offset by the decreased demand for the circuit switched telephone equipment that
our messaging solutions then support caused by the introduction of Internet
Protocol (IP) -PBXs. We continue to have success with Unity both in sales and
industry recognition as the finest unified communications product on the market.
We saw a six-fold increase in Unity revenue when sold with an IP-PBX. It is
natural for these early IP adopters to purchase our leading edge unified
messaging product. Unity integrates seamlessly with both an IP-PBX and a circuit
switch PBX, so we are ideally positioned when buyers choose which technology
they will acquire. As previously mentioned, the decrease from the prior year's
similar period was due to our technology upgrade program in place last year.
Margins continue to increase due to licensing agreements and a higher sales mix
of Unity and embedded software-only products, and we continue to be prudent with
expenses."
AGREEMENT WITH MOTOROLA
Demonstrating its strategic focus on delivering unified messaging solutions
for enterprise-scale businesses, Active Voice announced the recent signing of a
Master Services Agreement with Motorola. Under terms of the agreement, Motorola
outlined its intent to purchase Active Voice's Unity Enterprise as its internal,
customer premise communications equipment for its offices worldwide.
"We're excited about this opportunity and everything it represents to our
industry, business, and customers," Costa added. "Active Voice has been working
hard to deliver unified messaging solutions of the highest-quality and user
value. This agreement demonstrates that our strategy of shifting product
development towards enterprise-sized customers is beginning to pay off. We
continue to make solid progress with Unity, and will continue to pursue
enterprise-level deployments of this magnitude."
ACQUISITION
In a separate press release, Cisco Systems, Inc., today announced it has
entered into a definitive agreement to acquire Active Voice. The acquisition
supports Cisco's vision to
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deliver unified communications and a single, end-to-end IP network combining
data, voice, and video for the corporate enterprise Under the terms of the
agreement, Cisco will pay approximately $266 million in stock for Active
Voice's Unity operation comprised of IP-based unified messaging solutions. Cisco
will also pay approximately $30 million in stock for Active Voice's circuit
switched PBX voicemail solutions, which will be sold after the acquisition
closes, to a newly formed entity comprised of former Active Voice employees for
$30 million. The purchase price will be shared by all Active Voice
securityholders. As of November 9, 2000, there were approximately 14.8 million
shares of Active Voice outstanding on a fully diluted basis.
The earnings conference call that typically follows the Company's earnings
release has been postponed.
About Active Voice
Founded in 1983, the Seattle-based Active Voice has offices in Australia,
Canada, China, France, Germany, Italy, Sweden, The Netherlands, and the United
Kingdom. With more than 100,000 systems installed in virtually every kind of
business in over 60 countries, Active Voice develops technology that helps
businesses communicate better. Active Voice solutions are sold through a global
network of independent telecommunications dealers, telephone equipment
manufacturers, and computer resellers. More information about Active Voice and
its products is available at the company's Web site, www.activevoice.com.
For more information, please contact the following:
FINANCIAL INVESTOR RELATIONS: Jose S. David, (206) 441-4700, ext. 1105,
[email protected]
INVESTOR RELATIONS COORDINATOR: Amy Thomas, (206) 441-4700, ext. 1197,
[email protected]
PUBLIC RELATIONS: Monica Drake, (206) 441-4700, ext. 1154, [email protected]
WEB SITE: www.activevoice.com
Brand and product names in this document are trademarks of their respective
owners.
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
FEDERAL SECURITIES LAWS AND IS SUBJECT TO ITS SAFE HARBORS. THE FORWARD LOOKING
STATEMENTS REFLECT MANAGEMENT'S FORECAST OF CERTAIN ASPECTS OF THE COMPANY'S
FUTURE. THEY ARE BASED ON CURRENT INFORMATION THAT WE HAVE ASSESSED, BUT WHICH
BY ITS NATURE IS DYNAMIC AND SUBJECT TO RAPID AND EVEN ABRUPT CHANGES.
FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO STATEMENTS REGARDING:
(a) THE ESTIMATED COMPLETION OF THE PROPOSED TRANSACTION AND (b) THE TRANSITION.
THE FOLLOWING ARE AMONG THE RISK FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS: THE FOLLOWING [WHILE NOT
INCLUSIVE,] ARE AMONG THE RISK FACTORS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS: [COMPETITIVE PRESSURES FROM NEW
ENTRANTS TO THE CTI MARKET, INCLUDING LARGE SOFTWARE COMPANIES AND TELEPHONE
SWITCH MANUFACTURERS WITH GREATER RESOURCES, THE INTRODUCTION OF NEW PRODUCTS BY
OUR COMPETITORS, INCREASING PRICE COMPETITION IN THE MARKETPLACE; UNANTICIPATED
DELAYS IN RELEASING NEW PRODUCTS, UNANTICIPATED DELAYS IN NEW PRODUCT
DEVELOPMENT, INCREASES IN RESEARCH AND DEVELOPMENT SPENDING, AND THE INCREASE IN
OUR INTERNATIONAL SALES MAY REQUIRE NOTABLE INCREASES IN DEVELOPMENT SPENDING
ASSOCIATED WITH LOCALIZATION OF PRODUCTS FOR FOREIGN MARKETS.] OTHER POTENTIAL
RISKS AND UNCERTAINTIES AND OTHER FACTORS ARE DISCUSSED IN MORE DEPTH IN ACTIVE
VOICE'S FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
COPIES OF WHICH MAY BE ACCESSED THROUGH THE SEC'S WEB SITE AT
http://www.sec.gov.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INVESTORS AND SECURITY HOLDERS OF ACTIVE VOICE ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. ACTIVE VOICE INTENDS TO MAIL A PROXY STATEMENT/PROSPECTUS
ABOUT THE TRANSACTION TO ITS SHAREHOLDERS CONTAINING INFORMATION ABOUT THE
MERGER. ACTIVE VOICE WILL BE FILING A PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS CONCERNING THE PROPOSED MERGER WITH THE SEC. INVESTORS SHOULD
READ THE PROXY STATEMENT / PROSPECTUS BEFORE MAKING ANY VOTING OR INVESTMENT
DECISIONS. INVESTORS WILL BE TO OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE SEC'S
WEB SITE, www.sec.gov OR AT THE SEC'S PUBLIC REFERENCE ROOM AT 450 FIFTH STREET,
N.W., WASHINGTON D.C. 20549 OR AT THE SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW
YORK, NEW YORK, AND CHICAGO, ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR
FURTHER INFORMATION ON PUBLIC REFERENCE ROOMS. IN ADDITION, DOCUMENTS FILED WITH
THE SEC BY ACTIVE VOICE MAY ALSO BE OBTAINED FREE OF CHARGE BY CONTACTING ACTIVE
VOICE AND DIRECTING SUCH REQUESTS TO THE INVESTOR RELATIONS DIRECTOR AT THE
ADDRESS LISTED ABOVE.
ACTIVE VOICE AND ITS DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER EMPLOYEES
MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM ACTIVE
VOICE'S SHAREHOLDERS WITH RESPECT TO THE TRANSACTION CONTEMPLATED BY THE
DEFINITIVE AGREEMENT. INFORMATION REGARDING THE IDENTITY OF THESE PERSONS, AND
THEIR INTERESTS IN THE SOLICITATION, IS SET FORTH IN ACTIVE VOICE'S PROXY
STATEMENT
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FOR ITS 2000 ANNUAL MEETING OF SHAREHOLDERS AND IS AVAILABLE FREE OF CHARGE
AT THE SEC WEB SITE AND PUBLIC REFERENCE ROOMS AND FROM THE CONTACT NAMED ABOVE.
IN ADDITION, CISCO AND CERTAIN EMPLOYEES OF CISCO, INCLUDING VICE-PRESIDENTS
AMMAR HANAFI, ART RANGEL AND EUGENE LEE, MAY BE DEEMED TO HAVE PARTICIPATED IN
THE SOLICITATION OF PROXIES FROM ACTIVE VOICE'S SHAREHOLDERS IN FAVOR OF THE
ADOPTION OF THE MERGER AGREEMENT. INFORMATION CONCERNING CISCO'S DIRECTORS AND
EXECUTIVE OFFICERS IS SET FORTH IN CISCO'S PROXY STATEMENT FOR ITS 2000 ANNUAL
MEETING OF SHAREHOLDERS.
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ACTIVE VOICE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
----------------------------- -------------------------------
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $13,887 $20,669 $25,244 $39,005
Cost of goods sold 4,632 8,492 9,213 16,632
-------------- -------------- -------------- --------------
Gross profit 9,255 12,177 16,031 22,373
Operating expenses:
Research and development 4,209 3,833 8,245 7,977
Sales and marketing 5,064 5,712 10,198 10,905
General and administrative 2,729 2,356 4,905 4,372
-------------- -------------- -------------- --------------
Total operating expenses 12,002 11,901 23,348 23,254
-------------- -------------- -------------- --------------
Operating income (loss) 276 (881)
Interest expense - (191) (4) (259)
Interest income 316 278 618 337
Impairment of strategic investment (1,169)
Gain on sale of technology assets 16,504
-------------- -------------- -------------- --------------
87 614 15,413
-------------- -------------- -------------- --------------
Income (loss) before income taxes and
minority interest 363 (6,703) 14,532
Income tax benefit (provision) - (101) - (4,264)
Minority interest in loss
of consolidated subsidiary 8 (43) (131)
-------------- -------------- -------------- --------------
Net income (loss) $ (2,423) $ 219 $ $ 10,137
============== ============== ============== ==============
Earnings (loss) per share:
Basic $(0.22) $0.02 $(0.60) $1.08
============== ============== ============== ==============
Diluted $(0.22) $0.02 $(0.60) $1.04
============== ============== ============== ==============
</TABLE>
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ACTIVE VOICE CORPORATION
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARES)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $15,717 $15,557
Marketable securities 3,872 3,907
Accounts receivable, less allowances 7,928 8,064
Inventories 7,099 8,546
Income taxes receivable - 3,356
Prepaid expenses and other assets 1,954 1,682
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Total current assets 36,570 41,112
Marketable securities 2,298 3,745
Furniture and equipment, net 5,426 5,793
Other assets 2,219 2,399
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Total assets $46,513 $53,049
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 903 $1,681
Accrued compensation and benefits 2,259 2,553
Other accrued expenses 1,999 1,831
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Total current liabilities 5,161 6,065
Commitments
Minority interest 67 72
Stockholders' equity:
Preferred stock, no par value:
Authorized shares - 2,000,000 - none outstanding
Common stock, no par value:
Authorized shares - 60,000,000
Issued and outstanding shares, 11,307,516
(11,163,792 at March 31, 2000) 27,686 26,798
Retained earnings 13,312 20,013
Accumulated other comprehensive income 287 101
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Total stockholders' equity 41,285 46,912
Total liabilities and stockholders' equity $46,513 $53,049
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</TABLE>
