Filed Pursuant Rule 424(b)(3)
Registration No. 333-89933
Prospectus
INDIVIDUAL INVESTOR GROUP, INC.
3,392,830 Shares of Common Stock
This prospectus relates to up to 3,392,830 shares of common stock of
Individual Investor Group, Inc. that may be offered for resale for the account
of the selling stockholders set forth in this prospectus under the heading
"Selling Stockholders" beginning on page 16.
Our common stock is traded on the Nasdaq National Market under the
symbol INDI. On October 25, 1999, the last reported sale price of our common
stock was $2.5625.
Investing in our common stock involves a high degree of risk. See "Risk
Factors" beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is November 17, 1999.
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You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front page of this prospectus.
Table of Contents
Page
Business Summary.......................................................3
Risk Factors...........................................................4
Use of Proceeds.......................................................16
Selling Stockholders..................................................16
Plan of Distribution..................................................18
Legal Matters.........................................................19
Experts .............................................................19
Where You Can Find More Information...................................19
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Business Summary
We are a company engaged primarily in providing financial information
services, including research and analysis of investment information, to
individuals and investment professionals. We provide this information through
print publications and online services.
We print and market three publications: Individual Investor magazine,
Ticker(sm) magazine, and Individual Investor's Special Situations Report.
Individual Investor magazine, a consumer-oriented monthly investment magazine,
offers commentary and opinion on investment ideas regarding public companies and
mutual funds believed to have higher earning potential than those of the general
market. Individual Investor magazine is distributed through subscriptions and
newsstands and has a circulation of approximately 500,000. Ticker(sm) magazine
is a monthly trade publication distributed without charge to a controlled
circulation of financial brokers, planners and advisers. Ticker(sm) has a
circulation of approximately 100,000. Individual Investor's Special Situations
Report is a subscription only, monthly newsletter with each issue featuring one
new stock investment recommendation, including a detailed research report
discussing the featured company's operating history, future plans and specific
financial projections.
Our online services include IndividualInvestor.com and
InsiderTrader.com (www.insidertrader.com). IndividualInvestor.com provides users
with continuously updated research, message boards, portfolio tracking,
analytical tools, news and financial information. InsiderTrader.com distributes
"insider" data filed with the Securities and Exchange Commission, and provides
proprietary research based on the data.
We also developed the INDI SmallCap 500(tm) index of small-cap stocks,
which is listed on the American Stock Exchange under the ticker symbol NDI.
Individual Investor Group was incorporated under the laws of the State
of Delaware on September 19, 1985. Our principal executive offices are located
at 125 Broad Street, 14th Floor, New York, New York 10004 and our telephone
number is (212) 742-2277.
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Risk Factors
You should carefully consider these risks, as well as those described
in our most recent Form 10-K, Form 10-Q and Form 8-K filings, before making an
investment decision. The risks described below are not the only risks we face.
Additional risks may also impair our business operations. If any of the
following risks occur, our business, results of operations or financial
condition could be materially adversely affected. If that happens, the trading
price of our common stock could decline, and you may lose all or part of your
investment. In the risk factors below, when we use the word "web," we are
referring to the portion of the Internet commonly referred to as the "world wide
web."
We have a history of losses and we anticipate that our losses will continue in
the future. As of June 30, 1999, we had an accumulated deficit of $25.5 million.
In the past ten years, the only calendar year during which we were profitable
was 1995. We expect to continue to incur net losses in 1999 and in subsequent
fiscal periods. We expect to continue to incur significant operating expenses
and, as a result, will need to generate significant revenues to achieve
profitability, which may not occur. Even if we do achieve profitability, we may
be unable to sustain or increase profitability on a quarterly or annual basis in
the future.
We will need to raise additional capital in the future. Based on our current
business plan, we believe that our working capital and investments will be
sufficient to fund our operations and capital requirements at least through the
second quarter of fiscal 2000. Because we expect to incur continuing net losses,
we expect that we will need to raise additional capital from time to time in the
future. The availability of financing and the cost to us of financing will
depend on the many factors existing at the time we seek funding. These factors
may include our sources and amounts of revenues, our business development and
prospects and the state of the financial markets generally. It is possible that
additional financing may not be available to us, or, if available, the terms
upon which it may be obtained may be unfavorable to us and may result in
dilution of an investor's equity investment in us. Our failure to obtain
additional financing on favorable terms, or at all, would have a substantial
adverse effect on our future ability to conduct operations.
Our online services business has a limited operating history. We commenced our
online services operations in May 1997. Accordingly, we have only a limited
operating history upon which you can evaluate this business segment and its
prospects. An investor in our common stock must consider the risks, expenses and
difficulties frequently encountered by early stage businesses in new and rapidly
evolving markets, including web-based financial news and information companies.
Our quarterly financial results are subject to significant fluctuations. Our
quarterly operating results may fluctuate significantly in the future as a
result of a variety of factors, many of which are outside our control. For
example, in our print publications business, our revenues tend to reflect
seasonal patterns, with certain calendar quarters tending to be stronger than
others. Similar seasonal patterns may develop in the online services business as
well.
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We believe that quarter-to-quarter comparisons of our operating results
may not be a good indication of our future performance, nor would our operating
results for any particular quarter be indicative of future operating results. In
some future quarters, our operating results may be below the expectations of
public market analysts and investors. If that happens, the price of our common
stock may fall, perhaps dramatically.
We face intense competition in both our print publications business and our
online services business. An increasing number of financial news and information
sources compete for consumers' and advertisers' attention and spending. We
expect this competition to continue and to increase. We compete for advertisers,
readers, staff and outside contributors with many types of companies. These
competitors include:
-- online services or web sites focused on business, finance and
investing, such as CBS MarketWatch.com; The WallStreet Journal
Interactive Edition; TheStreet.com; The Motley Fool; Yahoo!
Finance; Silicon Investor; Microsoft Investor; SmartMoney.com;
Money.com and Multex.com;
-- publishers and distributors of traditional print media, such as
The Wall Street Journal; Barron's; Investors Business Daily;
Business Week; Fortune; Forbes; Money; Kiplinger's; Smart Money;
Worth; Registered Representative; Institutional Investor;
Research and On Wall Street;
-- publishers and distributors of radio and television programs
focused on business, finance and investing, such as Bloomberg
Business Radio and CNBC;
-- web "portal" companies, such as Yahoo!; Excite; Lycos; Snap!; Go
Network; and America Online; and
-- online brokerage firms, many of which provide financial and
investment news and information, such as Charles Schwab and
E*TRADE.
Our ability to compete depends on many factors, including the
originality, timeliness, comprehensiveness and trustworthiness of our content
and that of our competitors, the ease of use of services developed either by us
or our competitors and the effectiveness of our sales and marketing efforts.
Many of our existing competitors, as well as a number of potential new
competitors, have longer operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical and marketing
resources than we do. This may allow them to devote greater resources than we
can to the development and promotion of their services and products. These
competitors may also engage in more extensive research and development,
undertake more far-reaching marketing campaigns, adopt more aggressive pricing
policies to attract advertisers and make more attractive offers to existing and
potential employees, outside contributors, strategic partners and advertisers.
Our competitors may develop content that is equal or superior to ours or that
achieves greater market acceptance than ours. It is also possible that new
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competitors may emerge and rapidly acquire significant market share. We may not
be able to compete successfully for advertisers, readers, staff or outside
contributors. Increased competition could result in price reductions, reduced
margins or loss of our market share. Any of these could materially adversely
affect our business, results of operations and financial condition.
Because our editorial content is focused on the financial markets, a prolonged
"bear market" may cause our businesses to suffer. Our editorial content is
highly focused on the financial markets. If the markets suffer a prolonged
downturn or "bear market," it is possible that our businesses might suffer
materially for two reasons. First, during a bear market, people may become less
interested in buying and selling securities, and thus less interested in our
research and analysis of securities. Less people might be interested in
subscribing to our print publications, and less people might be interested in
using our online services. Second, advertisers, particularly the financial
services advertisers that are our most important source of advertising revenue,
might decide to reduce their advertising budgets. Either of these developments
could cause our operations to suffer materially.
Because our editorial content is focused on research and analysis of specific
stocks, our businesses could suffer if our recommendations are poor. Our
editorial content is focused on research and analysis of specific stocks. We
frequently state that a particular company's stock is undervalued or overvalued
at the current prices. We believe that our research and analysis is of a high
quality, and we are proud to take a stand and to be held accountable for our
opinions. We believe our readers appreciate this editorial courage and find it
to be of greater value than stories on such topics as "the best cities in which
to live" and the like. Because we give these specific opinions, the wisdom of
our conclusions can be measured: did the stocks we said were undervalued go up,
and did the stocks we said were overvalued go down. If our opinions turn out to
be incorrect - and some of our opinions certainly will be - people may become
less interested in learning these opinions. They may be less interested in
subscribing to our print publications and less interested in using our online
services. If interest in our opinions declines, our operations could suffer
materially.
Our company may not be able to attract and retain qualified employees for our
print publications business. Many of our competitors in the print publications
business are larger than us and have a number of print titles. We only have two
magazines and one newsletter. There is a general perception in the employment
market that larger publishers are more prestigious or offer more varied career
opportunities. Although we believe our company offers an attractive work
environment and employment opportunity in our print publications business,
including offering our employees greater responsibility and the ability to have
a more meaningful impact on the product than would be the case at a magazine
with a larger staff, we may be perceived by many people as a less attractive
employer than a larger publisher. If we are unable to attract and retain
qualified employees for our print publications business, that business could
suffer materially.
Our company may not be able to attract and retain qualified employees for our
online service business. There is a general perception in the employment market
for online employees that pure Internet companies offer a more attractive work
environment for a youthful workforce. This is based on the belief that the
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Internet is a new and growing industry that offers a great future. In addition,
many employees in the Internet industry seek and often receive significant
portions of their compensation through stock options. The stock prices of many
pure Internet companies have increased dramatically during the past year or so.
Although we believe our company offers an attractive work environment and
employment opportunity in our online services business, we may be perceived by
many people as a less attractive employer than a pure Internet company. If we
are unable to attract and retain qualified employees for our online services
business, that business could suffer materially.
We depend on our editorial staff and outside contributors. Our success depends
substantially upon the efforts of our editorial staff and outside contributors
to produce original, timely, comprehensive and trustworthy content. Our writers
are not bound by employment agreements. Competition for financial journalists is
intense, and we may not be able to retain existing or attract additional
qualified writers in the future. If we lose the services of a large portion of
our editorial staff and outside contributors or are unable to attract additional
writers with appropriate qualifications, our business, results of operations and
financial condition could be materially adversely affected.
We depend on key management personnel. Our future success depends upon the
continued service of key management personnel. The loss of one or more of our
key management personnel could materially adversely affect our business, results
of operations and financial condition. Moreover, the costs that may arise in
connection with executive departures and replacements can be significant, as
they were during 1998.
We depend on certain advertisers and on independent advertising agents, to
generate revenue. In 1998, and continuing through the second quarter of 1999,
the majority of our print publications advertising revenue came from financial
services companies, followed by consumer advertisers and others. We were not
dependent upon any particular advertiser for our print publications revenues.
During the second quarter of 1999, approximately sixty percent of the online
services advertising revenue came from four brokerage firms offering online
trading. We expect that the majority of advertising revenues derived from our
online services operations will come from online brokerage firms. In the event
that online brokerage firms choose to scale back on their advertising (on the
Internet in general or on our web sites in particular), our online services
business, results of operations and financial condition could be materially
adversely affected.
If we do not continue to increase our revenue from financial services
advertisers or attract advertisers from non-financial industries, our business,
results of operations and financial condition could be materially adversely
affected. With respect to our online services in particular, advertising rates
are frequently measured on a "cost per thousand" clicks, or "CPM," basis. CPM
rates have fluctuated in the past and we expect CPM rates to continue to
fluctuate. CPM rates may experience industry-wide declines in the future, as the
supply of desirable online advertising space may be increasing at a rate greater
than the demand for that space by advertisers. We believe that we charge
advertising rates that are among the highest of financial web sites. However, we
cannot guarantee that we will be able to command premium rates in the future.
Moreover, a number of advertisers that have been a source of a material portion
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of our online services advertising revenues are purchasing advertising on a
"cost-per-action" basis, in which we are paid only when a user of our online
services takes the relevant action. The number of such completed actions is
usually a very small percent of the number of advertising impressions shown on
our web site. It is more difficult to accurately predict revenue that will be
received from cost- per-action ads than from CPM ads. An increased shift of our
important advertisers to cost-per- action ads could have a material adverse
effect on our online services advertising revenues.
In selling print advertising, we depend both on our internal
advertising sales department and on outside sales representatives to maintain
and increase our advertising sales. In selling online advertising, we depend
primarily upon our internal advertising sales department and an outside sales
agent. The success of our advertising sales efforts is subject to a number of
risks, including the competition we face from other companies in hiring and
retaining sales personnel and effective outside sales representatives, and the
length of time it takes new sales personnel to become productive. Our business,
results of operations and financial condition could be materially adversely
affected if we do not maintain an effective advertising sales department.
Additional risks associated with online advertising. No standards have been
widely accepted to measure the effectiveness of web advertising. If standards do
not develop, existing advertisers may not continue or increase their levels of
web advertising. If standards develop and we are unable to meet those standards,
advertisers may not continue advertising on our site. Furthermore, advertisers
that have traditionally relied upon other advertising media may be reluctant to
advertise on the web. If advertisers perceive the Internet or our web site to be
a limited or an ineffective advertising medium, they may be reluctant to devote
a portion of their advertising budget to Internet advertising or to advertising
on our web site. Our business, results of operations and financial condition
could be materially adversely affected if the market for web advertising
declines or develops more slowly than expected.
Different pricing models are used to sell advertising on the web. It is
difficult to predict which, if any, will emerge as the industry standard. This
uncertainty makes it difficult to project our future advertising rates and
revenues. We cannot assure you that we will be successful under alternative
pricing models that may emerge. Moreover, "filter" software programs that limit
or prevent advertising from being delivered to a web user's computer are
available. Widespread adoption of this software could materially adversely
affect the commercial viability of web advertising, which could materially
adversely affect our advertising revenues.
Risks associated with our list rental revenue. The ability to earn revenue from
list rental depends in large degree upon three factors: first, the number of
subscribers on the list; second, the demographic characteristics of the
subscribers on the list (such as age, income and wealth); and third, the degree
to which previous rentals of the list have produced favorable results for the
renter. This last factor is affected by the manner in which the subscribers have
been added. For example, new subscribers from direct-to-publisher sources (such
as direct mail and insert cards in the magazine) typically are more valuable
than subscribers obtained from subscription agencies by means of reduced
introductory rates or the use of airline frequent flyer miles.
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We use an independent party, Rickard List Marketing, to promote the
rental of our subscriber lists. The revenue we earn from list rentals thus also
depends in part upon the efforts our agent makes.
We depend on independent parties to publish our print publications. We depend
upon an independent party, Quebecor, to print our print publications and to
deliver the printed copies to the United States Post Office for mailing to our
subscribers. If our printer's business is disrupted for any reason, such as fire
or other natural disaster, labor strife, supply shortages, or machinery
problems, we might not be able to distribute our publications in a timely
manner. Since magazines typically are printed only shortly before the time they
are to be mailed to subscribers, any disruption at our printer could prevent our
magazines from being distributed in a timely manner. If we don't distribute our
magazines on time, our subscribers may become dissatisfied and cancel their
subscriptions. If a disruption at our printer delays our ability to distribute
Individual Investor magazine to newsstands, we may lose newsstand sales. In the
event of a disruption, our insurance may not cover all of our losses. Any of
these developments may cause our operating results to suffer materially.
We depend on independent parties to distribute Individual Investor magazine to
newsstands. We depend upon independent parties (the largest of which is
International Circulation Distributors, a subsidiary of The Hearst Corporation)
to distribute Individual Investor magazine to newsstands. If the business of our
distributors is disrupted for any reason, such as labor strife or natural
disaster, we might not be able to distribute Individual Investor magazine to
newsstands in a timely manner. Since our distributors typically pickup
Individual Investor magazine for newsstand distribution only shortly before the
time the magazine is to be delivered, any disruption at our distributors could
prevent the magazine from being distributed to newsstands in a timely manner. If
a disruption at our distributors delays our ability to deliver Individual
Investor magazine to newsstands, we may lose newsstand sales. Any of these
developments may cause our operating results to suffer materially.
We depend on independent parties to obtain the majority of the subscribers to
Individual Investor magazine. We depend upon independent parties to obtain the
majority of the subscribers to Individual Investor magazine. These agencies
include American Family Publishers, Publishers Clearing House and NewSub
services. These agencies obtain subscribers primarily through use of direct mail
campaigns. If the positive response to the promotion of Individual Investor
magazine by these agencies is not great enough, or if the agencies believe that
we may fail to fulfill a subscription, they may stop promoting our magazine.
This could cause our subscriber base to shrink, which would lower our
subscription revenue and reduce our advertising rate base, which would lead to
lower advertising revenue. Also, many publications compete for services of
subscription agencies, and one or more of these subscription agencies may choose
not to continue to market Individual Investor in order to better serve one of
our competitors. Any of those developments could cause our operating results to
suffer materially.
We may incorrectly forecast our success in obtaining and renewing subscriptions.
We attempt to accurately forecast the number of subscribers to our print
publications. We run the risk that our forecasts will be incorrect, either too
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high or too low. Our forecast could be too high if the number of new subscribers
that we obtain is less than the amount we projected. Our forecast also could be
too high if we get less renewal orders from existing subscribers. If our
subscriber base is less than our projections, we will earn less subscription
revenue and our advertising rate base will be lower, which would lead to lower
advertising revenue. This could cause our operating results to suffer
materially.
Our forecast could be too low if we obtain more new subscribers than
projected, or if we receive more renewal orders than projected from existing
subscribers. If our subscriber base is higher than we projected, we would earn
more subscription revenue than projected, but have higher than expected
production and distribution costs. We might not be able to increase our
advertising rate base immediately. This could lead to our operating results
being worse than projected.
We depend on independent parties to manage our subscriber files. We depend upon
an independent party to manage our subscriber files. This party receives
subscription orders and payments for our print publications, sends renewal and
invoice notices to subscribers and generates subscribers' labels and circulation
reports for us. If the business of this party is disrupted, we may become unable
to process subscription requests, or send out renewal notices or invoices, or
deliver our print publications. If this were to happen, our insurance might not
cover all of our losses. Any of those developments could cause our operating
results to suffer materially.
We need to manage our growth. Although our print publications business has not
experienced rapid growth in the recent past, our online services, which
commenced in May 1997, have experienced rapid growth. This growth has placed a
strain on our managerial, operational and financial resources. We expect this
strain to increase with anticipated future growth in both print publications and
online services. To manage our growth, we must continue to implement and improve
our managerial controls and procedures and our operational and financial
systems. In addition, our future success will depend on our ability to expand,
train and manage our workforce, in particular our editorial, advertising sales
and business development staff. We cannot assure you that we have made adequate
allowances for the costs and risks associated with this expansion, that our
systems, procedures or controls will be adequate to support our operations, or
that our management will be able to successfully offer and expand our services.
If we are unable to manage our growth effectively, our business, results of
operations and financial condition could be materially adversely affected.
We need to establish and maintain relationships with other web sites to promote
the growth of our online services business. For us to maintain and increase the
traffic to our web sites, it is important for us to establish and maintain
content distribution relationships with highly- trafficked web sites operated by
other companies. There is intense competition for relationships with these
sites. Although we have not paid any material sum with respect to our
relationships to date, it is possible that, in the future, we might be required
to pay fees in order to establish or maintain relationships with these sites. It
also is possible, however, that we may be able to charge fees in connection with
these relationships in the future. Additionally, many of these sites compete
with our web sites as providers of financial information, and these sites may
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become less willing to establish or maintain strategic relationships with us in
the future. We may be unable to enter into relationships with these sites on
commercially reasonable terms or at all. Even if we enter into such
relationships, they may not attract significant numbers of viewers to our web
sites.
Increased traffic to our web sites may strain our systems and impair our online
services business. On occasion, we have experienced significant spikes in
traffic on our web site. In addition, the number of users of our online services
has increased over time and we are seeking to increase our user base further.
Accordingly, our web site must accommodate a high volume of traffic, often at
unexpected times. Our web site has in the past, and may in the future,
experience slower response times than usual or other problems for a variety of
reasons. These occurrences could cause our readers to perceive our web site as
not functioning properly and, therefore, cause them to use other methods to
obtain their financial news and information. In such a case, our business,
results of operations and financial condition could be materially adversely
affected.
We face a risk of system failure for our online services business. Our ability
to provide timely information and continuous news updates depends on the
efficient and uninterrupted operation of our computer and communications
hardware and software systems. Similarly, our ability to track, measure and
report the delivery of advertisements on our site depends largely on the
efficient and uninterrupted operation of a third-party system maintained by
DoubleClick. These systems and operations are vulnerable to damage or
interruption from human error, natural disasters, telecommunication failures,
break-ins, sabotage, computer viruses, intentional acts of vandalism and similar
events. We do not have a formal disaster recovery plan for the event of such
damage or interruption. Any system failure that causes an interruption in our
service or a decrease in responsiveness of our web site could result in reduced
traffic, reduced revenue and harm to our reputation, brand and our relations
with our advertisers. Our insurance policies may not adequately compensate us
for any losses that we may incur because of any failures in our system or
interruptions in our delivery of content. Our business, results of operations
and financial condition could be materially adversely affected by any event,
damage or failure that interrupts or delays our operations.
We may not successfully develop new and enhanced services and features for our
online services to the satisfaction of our customers. We intend to introduce
additional and enhanced services in order to retain the current users of our
online services and to attract new users. If we introduce a service that is not
favorably received or fail to introduce certain new or enhanced services, our
current users may choose a competitive service over ours. We may also experience
difficulties that could delay or prevent us from introducing new services.
Furthermore, the new services we may introduce could contain errors that are
discovered after the services are introduced. If that happens, we may need to
significantly modify the design or implementation of the services on our web
sites to correct these errors. Our business, results of operations and financial
condition could be materially adversely affected if we experience difficulties
in introducing new services or if these new services are not accepted by our
users.
We depend on the continued growth in use and efficient operation of the web. The
web- based information market is new and rapidly evolving. Our business would be
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materially adversely affected if web usage does not continue to grow or grows
slowly. Web usage may be inhibited for a number of reasons, such as:
-- inadequate network infrastructure;
-- security concerns;
-- inconsistent quality of service; and
-- unavailability of cost-effective, high-speed access to the Internet.
The users of our online services depend on Internet service providers,
online service providers and other web site operators for access to our web
site. Many of these services have experienced significant service outages in the
past and could experience service outages, delays and other difficulties due to
system failures unrelated to our systems. These occurrences could cause our
readers to perceive the web in general or our web site in particular as an
unreliable medium and, therefore, cause them to use other media to obtain their
financial news and information. We also depend on certain information providers
to deliver information and data feeds to us on a timely basis. Our web site
could experience disruptions or interruptions in service due to the failure or
delay in the transmission or receipt of this information, which could have a
material adverse effect on our business, results of operations and financial
condition.
Government regulation and legal uncertainties relating to the web. Certain
existing laws or regulations specifically regulate communications or commerce on
the web. Further, laws and regulations that address issues such as user privacy,
pricing, online content regulation, taxation and the characteristics and quality
of online products and services are under consideration by federal, state, local
and foreign governments and agencies. Several telecommunications companies have
petitioned the Federal Communications Commission to regulate Internet service
providers and online services providers in a manner similar to the regulation of
long distance telephone carriers and to impose access fees on such companies.
That regulation, if imposed, could increase the cost of transmitting data over
the web. Moreover, it may take years to determine the extent to which existing
laws relating to issues such as intellectual property ownership and
infringement, libel, obscenity and personal privacy are applicable to the web.
The Federal Trade Commission and government agencies in certain states have been
investigating certain Internet companies regarding their use of personal
information. We could incur additional expenses if any new regulations regarding
the use of personal information are introduced or if these agencies chose to
investigate our privacy practices. Any new laws or regulations relating to the
web, or certain applications or interpretations of existing laws, could decrease
the growth in the use of the web, decrease the demand for our web site or
otherwise materially adversely affect our business.
Web security concerns could hinder Internet commerce. Concern about the
transmission of confidential information over the Internet has been a
significant barrier to electronic commerce and communications over the web. Any
well-publicized compromise of security could deter people from using the web or
from using it to conduct transactions that involve the transmission
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of confidential information, such as signing up for a paid subscription,
executing stock trades or purchasing goods or services. Because many of our
advertisers seek to advertise on our web site to encourage people to use the web
to purchase goods or services, our business, results of operations and financial
condition could be materially adversely affected if Internet users significantly
reduce their use of the web because of security concerns. We may also incur
significant costs to protect ourselves against the threat of security breaches
or to alleviate problems caused by such breaches.
Our efforts to build positive brand recognition may not be successful. We
believe that maintaining and growing awareness about our brands (including
Individual Investor, IndividualInvestor.com, Ticker, Magic 25 and the INDI
SmallCap 500) is an important aspect of our efforts to continue to attract
subscribers and readers. The importance of positive brand recognition will
increase in the future because of the growing number of providers of financial
information. We cannot assure you that our efforts to build positive brand
recognition will be successful.
In order to build positive brand recognition, it is very important that
we maintain our reputation as a trustworthy source of investment ideas,
research, analysis and news. The occurrence of certain events, including our
misreporting a news story or the non-disclosure of a financial interest by one
or more of our employees in a security that we write about, could harm our
reputation for trustworthiness. These events could result in a significant
reduction in the number of our readers, which could materially adversely affect
our business, results of operations and financial condition.
Control of the Company by Principal Stockholders. At the present time, Jonathan
Steinberg, Wise Partners, L.P. (a partnership controlled by Jonathan Steinberg),
Saul Steinberg (who is Jonathan's father) and Reliance Financial Services
Corporation (a substantial portion of the common stock of Reliance Financial
Services Corporation's parent, Reliance Group Holdings, Inc., is beneficially
owned by Saul Steinberg, members of his family and affiliated trust),
beneficially own approximately 42.4% of the outstanding shares of common stock
of our company. As a result of their ownership of common stock, they will be
able to significantly influence all matters requiring approval by our
stockholders, including the election of our directors. Because it would be very
difficult for another company to acquire our company without the approval of the
Steinbergs, other companies might not view our company as an attractive takeover
candidate. Our stockholders therefore may have less of a chance to benefit from
any possible takeover of our company, than they would if the Steinbergs did not
have as much influence.
We rely on our intellectual property. To protect our rights to our intellectual
property, we rely on a combination of trademark and copyright law, trade secret
protection, confidentiality agreements and other contractual arrangements with
our employees, affiliates, clients, strategic partners and others. The
protective steps we have taken may be inadequate to deter misappropriation of
our proprietary information. We may be unable to detect the unauthorized use of,
or take appropriate steps to enforce, our intellectual property rights. We have
registered certain of our trademarks in the United States and we have pending
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U.S. applications for other trademarks. Effective trademark, copyright and trade
secret protection may not be available in every country in which we offer or
intend to offer our services.
We are somewhat dependent upon the use of certain trademarks in our
operation, including the marks Individual Investor, IndividualInvestor.com,
Ticker, Magic 25 and the INDI SmallCap 500. We have a perpetual license for use
of the trademark Individual Investor. To perfect our interests in the mark,
however, we filed suit in 1997 against the licensor and a third party whom we
believed was infringing the mark. The litigation was resolved favorably to us,
with an agreement by the third party not to further infringe the mark. We
commenced negotiations with the licensor to obtain assignment of the mark, but
did not reach an agreement. Although we will continuously monitor and may seek
enforcement against any perceived infringement of the mark, we cannot assure you
that our efforts will be successful.
Additionally, we are somewhat dependent upon the ability to protect our
proprietary content through the laws of copyright, unfair competition and other
law. We cannot assure you, however, that the laws will give us meaningful
protection.
We may be liable for information published in our print publications or on our
online services. We may be subject to claims for defamation, libel, copyright or
trademark infringement or based on other theories relating to the information we
publish in our print publications or through our online services. We could also
be subject to claims based upon the content that is accessible from our web site
through links to other web sites. Our insurance may not adequately protect us
against these claims.
Year 2000 risks. We have evaluated the potential impact of the situation
commonly referred to as the "Year 2000 Issue". The Year 2000 Issue concerns the
inability of information systems, whether due to computer hardware or software,
to properly recognize and process date sensitive information relating to the
year 2000 and beyond. To attempt to ensure that our computer systems will not be
disrupted by the Year 2000 Issue, we developed a plan to assess, and to fix
where necessary, any Year 2000 Issue with respect to our computer systems. We
have identified the fixes that should be made to our computer systems in light
of the Year 2000 Issue, have completed most of our repair efforts, and currently
expect to complete our repair efforts and test our systems before December 1999.
We currently believe that total direct costs associated with making our
systems "Year 2000 Ready" (that is, not disrupted by the Year 2000 Issue) should
not exceed $30,000. We do not believe that the diversion of employee resources
required to address the Year 2000 Issue will have a material effect on our
operating results or financial condition. We do not currently have in place a
contingency plan of action in the event that we are not able to make our
computer systems Year 2000 Ready, but will consider on an ongoing basis whether
such a contingency plan should be developed.
The dates on which we believe we will complete our Year 2000 plan, and
the costs associated with the efforts, are based on our current best estimates.
However, we cannot guarantee that these estimates will be achieved, or that
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there will not be a delay in, or increased costs associated with, making our
systems Year 2000 Ready. Specific factors that might cause differences between
the estimates and actual results include the following: the availability and
cost of personnel trained in these areas; the ability to locate and correct all
relevant computer code and hardware devices (such as microcontrollers); timely
responses to and corrections by third-parties and suppliers; the ability to
implement interfaces between the new systems and the systems not being replaced;
and similar uncertainties. Due to the general uncertainty inherent in the Year
2000 Issue, resulting in part from the uncertainty of the Year 2000 readiness of
third parties and the interconnection of global businesses, we cannot guarantee
that will be able to resolve, in a timely or cost-effective fashion, any
problems associated with the Year 2000 Issue. If we fail to resolve, in a timely
and cost-effective fashion, any problems associated with the Year 2000 Issue,
our operations and business could be materially adversely affected. If that
happens, we also could incur liabilities to third parties.
We also face risks and uncertainties to the extent that the independent
suppliers of products, services and systems on which we rely do not have
business systems or products that are Year 2000 Ready. We have communicated with
significant suppliers and customers to determine the extent to which our systems
and products are vulnerable to those third parties' failure to fix their own
systems' Year 2000 Issues. The systems or products of other companies on which
we rely might not be made Year 2000 Ready in time to prevent disruption. If the
systems of any of those third parties are disrupted, our operations and business
could be materially adversely affected. We are in the process of identifying
what actions may be needed to reduce our vulnerability to problems related to
the companies with which we interact, but we do not currently have in place a
contingency plan of action in the event that the failure by one or more third
parties to make their computer systems Year 2000 Ready causes us to suffer
material adverse effects. We will consider on an ongoing basis whether such a
contingency plan should be developed.
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Use of Proceeds
We will not receive any proceeds from the sale of the shares by the
selling stockholders. However, we will receive $646,875 from the exercise by
certain selling stockholders of their warrants if they are all exercised. If
received, these proceeds will be used for working capital.
Selling Stockholders
The following table provides certain information with respect to the
selling stockholders' beneficial ownership of our common stock as of October 27,
1999, and as adjusted to give effect to the sale of all of the shares offered
hereby. See "Plan of Distribution." Except as otherwise indicated, the number of
shares reflected in the table has been determined in accordance with Rule 13d-3
promulgated under the Exchange Act. Under this rule, each selling stockholder is
deemed to own beneficially the number of shares issuable upon exercise of
warrants or options it holds that are exercisable within 60 days from the date
of this prospectus. For purposes of presentation, it is assumed that the selling
stockholders will exercise all of the warrants or options and then resell all of
the shares received as a consequence of such exercise. Unless otherwise
indicated, each of the selling stockholders possesses sole voting and investment
power with respect to the securities shown.
<TABLE>
Shares Beneficially Shares Beneficially
Owned Owned
Before Offering After Offering
------------------- --------------------
Number of Number
Number of Shares of
Name Shares Percentage Offered Shares Percentage
- ---- ------------ ---------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
Wise Partners, L.P. 1,781,133 (1) 17.2% 1,781,133 (1) -0- -0-
Telescan, Inc. 1,147,431 11.2% 368,301 779,130 7.6%
Great American Life 471,698 4.4% 471,698 -0- -0-
Insurance Company (2)
Great American 471,698 4.4% 471,698 -0- -0-
Insurance Company (2)
GKN Securities Corp. 264,914 2.6% 262,500 2,414 *
David Nussbaum 13,000 * 13,000 -0- -0-
</TABLE>
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<TABLE>
Shares Beneficially Shares Beneficially
Owned Owned
Before Offering After Offering
------------------- --------------------
Number of Number
Number of Shares of
Name Shares Percentage Offered Shares Percentage
- ---- ------------ ---------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
Kevin Neumark 9,000 * 9,000 -0- -0-
Steven Levine 5,500(3) * 4,000 1,500 (3) *
Barry King 5,000 * 5,000 -0- -0-
Robert Gladstone 4,000 * 4,000 -0- -0-
Burton Lefcort 3,000(4) * 1,000 2,000 (4) *
Scott Naft 1,500 * 1,500 -0- -0-
</TABLE>
- ---------------------
*Less than 1 percent
(1) Does not include 1,584,010 shares of common stock (including 680,000
shares issuable upon exercise of option) beneficially owned by Jonathan
Steinberg, the general partner of Wise, and 1,288,090 shares of common
stock (including 666,666 shares owned by Reliance Financial Services
Corporation) beneficially owned by Saul Steinberg, the limited partner
of Wise.
(2) Subsidiaries of American Financial Group, Inc.
(3) Includes 1,000 shares of common stock owned by his spouse.
(4) Includes 1,000 shares held for the benefit of each of his two minor
sons.
On June 30, 1997, we entered into a Stock Purchase Agreement with Wise
Partners, L.P. pursuant to which Wise purchased 31,496 shares of our common
stock for $250,000. On December 31, 1997, we entered into a second Stock
Purchase Agreement with Wise in which Wise purchased 489,795 shares of our
common stock for $3 million. Then, on June 26, 1998, we entered into a third
Stock Purchase Agreement with Wise in which Wise purchased 1,259,842 shares
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of common stock for $5 million. The purchase price for each purchase was the
closing ask price of our common stock on the trading day immediately preceeding
the date of each agreement. The proceeds of these sales were used for working
capital. Wise is a partnership of which the general partner is Jonathan
Steinberg, our Chief Executive Officer and a director of the company, and of
which the sole limited partner is Saul Steinberg. Jonathan Steinberg and Saul
Steinberg, directly and indirectly, beneficially own 42.4% of the outstanding
shares of common stock of our company.
On December 16, 1998, we entered into a two-year Financial Advisory and
Investment Banking Agreement with EarlyBirdCapital.com Inc. (formerly known as
Southeast Research Partners, Inc.), pursuant to which it provides financial
consulting and investment banking advice to us. Under this agreement, we pay
EarlyBirdCapital a monthly fee of $5,000 and issued warrants to designees of
EarlyBirdCapital to purchase 300,000 shares of common stock until December 16,
2002 at an exercise price of $2.15625. In accordance with EarlyBirdCapital's
instructions, these warrants were issued to GKN Securities Corp., David
Nussbaum, Kevin Neumark, Barry King, Steven Levine, Robert Gladstone, Burton
Lefcort and Scott Naft. GKN Securities Corp. is a "sister" company of
EarlyBirdCapital and each of the indviduals is associated with GKN Securities.
We are able to terminate this agreement any time after 12 months from the
effective date of the agreement as long as we provide EarlyBirdCapital prior
written notice. If we terminate the agreement, we may cancel 150,000 of the
warrants that have been issued and are currently held by GKN Securities Corp.
On November 30, 1998, we entered into Stock Purchase Agreements with
Great American Insurance Company and Great American Life Insurance Company.
Pursuant to these agreements, each of these companies purchased 5,000 shares of
our Series A Preferred Stock for $1 million. Under each of these agreements, the
5,000 shares of preferred stock will be convertible commencing December 2, 1999
into 471,698 shares of our common stock based on a conversion price of $2.12,
subject to adjustment. In a separate agreement, Great American Insurance Company
and Great American Life Insurance Company have agreed not to vote, or dispose
of, their Series A Preferred Stock until December 2, 1999. The proceeds of these
sales of preferred stock were used for working capital.
On September 29, 1999, in exchange for a three-year license to use
several of Telescan, Inc.'s proprietary technology and investment analytic tools
on our financial information websites, we issued to Telescan 368,301 shares of
our common stock valued at $3.08 per share. On the same date, Telescan also
purchased 779,130 shares of our common stock for $3 million in cash, at a price
of $3.85 per share. Telescan owns an aggregate of 1,147,431 shares of our common
stock.
Plan of Distribution
The shares offered by the selling stockholders may be sold from time to
time in transactions in The Nasdaq Stock Market, in negotiated transactions, or
a combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, or at negotiated prices. The
selling stockholders may sell their shares directly to purchasers or to or
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through broker-dealers (including GKN Securities Corp. and EarlyBirdCapital),
which may act as agents or principals. These broker-dealers may receive
compensation in the form of discounts, concessions or commission from the
selling stockholders. None of the selling stockholders have entered into
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares. The selling stockholders and
any broker-dealer that assist in the sale of the common stock may be deemed to
be underwriters within the meaning of Section 2(a)(11) of the Securities Act.
The selling stockholders may agree to indemnify any agents, dealers or
broker-dealers that participates in transactions involving sales of the common
stock against certain liabilities, including liabilities arising under the
Securities Act. From time to time, the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the shares owned by
them, and the pledgees, secured parties or persons to whom such securities have
been hypothecated shall, upon foreclosure in the event of a default, be deemed
to be the selling stockholder for purposes hereof.
We are responsible for all costs, expenses and fees incurred in
registering the shares offered hereby. The selling stockholders are responsible
for brokerage commissions, if any, attributable to the sale of such securities.
Legal Matters
The legality of the securities offered hereby has been passed upon by
Graubard Mollen & Miller, New York, New York.
Experts
The financial statements of the Company and its consolidated
subsidiaries, except the Company's unconsolidated investment in WisdomTree
Associates, L.P., as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998, incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Deloitte & Touche LLP as stated in their
report which is incorporated herein by reference. The financial statements of
WisdomTree Associates, L.P. not presented separately within the Annual Report on
Form 10-K have been audited by Ernst & Young LLP as stated in their report which
is incorporated by reference in this prospectus. Such financial statements of
the Company and its consolidated subsidiaries are incorporated herein in
reliance upon the respective reports of such firms given upon their authority as
experts in accounting and auditing. All of the foregoing firms are independent
auditors.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Our SEC filings
are available to the public over the Internet at the SEC's web site at
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http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information about the public
reference room.
The SEC allows us to incorporate by reference the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. This
prospectus incorporates by reference our documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until all of the securities are
sold.
o Annual Report on Forms 10-K and 10-K/A for the year ended
December 31, 1998;
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
o Proxy Statement dated May 7, 1999, for its 1999 Annual Meeting of
Stockholders;
o Current Report on Form 8-K dated June 2, 1999; and
o The description of our common stock that is contained in our
Registration Statement on our Form 8-A filed November 19, 1991,
file number 1-10932.
Potential investors may obtain a copy of any of our SEC filings without
charge by written or oral request directed to Individual Investor Group,
Attention: Investor Relations, 125 Broad Street, 14th Floor, New York, New York
10004, (212) 742-2277.
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