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Filed Pursuant to Rule 424(b)(3)
File No. 333-48854
PROSPECTUS
NETMANAGE, INC.
1,765,079 shares of common stock
This prospectus uses the "shelf" registration process. It covers
1,765,079 shares of our common stock owned by certain of our stockholders. These
stockholders are referred to as the "selling securityholders" in this
prospectus. The shares may be offered and sold from time to time by selling
securityholders and any pledgees and donees of the shares. Information regarding
the identities of the selling securityholders and the manner in which the shares
are being offered and sold is provided in the "Selling Securityholders" and
"Plan of Distribution" sections of this prospectus.
We will not receive any of the proceeds from the sale of the shares. We
have agreed to bear all of the expenses in connection with the registration and
sale of the shares, except for selling commissions.
Our common stock is traded on the Nasdaq National Market under the
symbol "NETM." On October 26, 2000, the closing bid price for our common stock
was $1 1/4 per share.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A LOSS OF YOUR ENTIRE INVESTMENT. SEE THE SECTION
ENTITLED "FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION" IN OUR
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, WHICH WE
INCORPORATE BY REFERENCE IN THIS PROSPECTUS, FOR CERTAIN RISKS AND UNCERTAINTIES
THAT YOU SHOULD CONSIDER.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is November 16, 2000.
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TABLE OF CONTENTS
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Where you can find more information..........................................1
The Company..................................................................2
Forward-Looking Statements...................................................3
Selling Securityholders......................................................3
Use of Proceeds..............................................................4
Plan of Distribution.........................................................4
Legal Matters................................................................5
Experts......................................................................5
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You should rely only on the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information contained in this document may only be
accurate on the date of this document. This prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, in any state where the
offer or sale is prohibited. Neither the delivery of this prospectus, nor any
sale make under this prospectus shall, under any circumstances, imply that the
information in this prospectus is correct as of any date after the date of this
prospectus.
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WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and special
reports, proxy statements and other information with the United States
Securities and Exchange Commission. You may read and copy any documents we file
at the SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also publicly available
through the SEC's web site on the Internet at http://www.sec.gov. In addition,
you can read and copy our SEC filings at the office of the National Association
of Securities Dealers, Inc. at 1735 K Street, Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" information that we file
with them, 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 supercede this information. Further, all
filings we make under the Securities Exchange Act after the date of the initial
registration statement and prior to effectiveness of the registration statement
shall be deemed to be incorporated by reference into this prospectus. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:
1. Our Annual Report on Form 10-K for the year ended December 31,
1999;
2. Our Proxy Statement filed with the SEC on April 27, 2000;
3. Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000;
4. Our Registration Statement on Form S-8 filed with the SEC on June
14, 2000; and
5. The description of our common stock set forth in our Registration
Statement on Form 8-A, filed with the SEC on July 26, 1993.
This prospectus does not contain all of the information set forth in the
registration statement and the exhibits thereto. Descriptions of any contract or
other document referred to in this prospectus are not necessarily complete, and
in each instance reference is made to the copy of the contract or other document
filed as an exhibit to the registration statement for a more complete
description of the matter involved, each statement being qualified in its
entirety by such reference. At your written or telephonic request, we will
provide you, without charge, a copy of any of the information that is
incorporated by reference herein (excluding exhibits to the information that is
incorporated by reference unless the exhibits are themselves specifically
incorporated by reference). Direct your request to us at NetManage, Inc. 10725
North De Anza Boulevard, Cupertino, California 95014, Attention: Michael
Peckham, Chief Financial Officer and Senior Vice President, Finance and
Secretary, telephone (408) 973-7171.
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THE COMPANY
We develop and market software applications that allow our customers to
access and publish information from existing host-centric applications to
Internet and web-based client computer users, and to create new applications
that leverage existing host applications and data sources.
Our business is focused on taking advantage of the overall move that
major corporations worldwide are making to embrace electronic trading --
commonly termed Business-to-Business ("B2B") or Business-to-Consumer ("B2C"). In
this market, we enable businesses to move to the Internet economy through
providing the bridge between their existing access systems and those required to
compete in the B2B and B2C marketplaces.
We provide host access solutions that allow internal and external users
to access mission-critical line-of-business host system applications and
resources (Business-to-Employee or "B2E"). The corporate resources behind B2E
are the basis of any eBusiness transformation. Alongside these solutions, we are
focused on providing products that allow existing corporate business processes
to be extended to business partners in the supply and demand chains, and
products that allow new business processes to be created in support of corporate
eBusiness B2B and B2C initiatives.
We develop and market these software solutions for UNIX(R), IBM AS/400
midrange and IBM corporate mainframe computers. We also develop and market
software that increases the productivity of corporate call centers, and allow
real time application sharing on corporate networks and across the Internet. We
provide professional support, maintenance and consultancy services to our
customers in association with the products we develop and market.
Our business is also focused on taking advantage of major industry
trends: expansion of the Internet and its adoption as the eCommerce and
eBusiness infrastructure; continued mobilization of personal computer users and
the adoption of mobile information access and display devices; and broader
access to corporate data and information for people internal and external to an
organization. Our principal products are compatible with Microsoft Corporation's
Windows 2000, Windows NT, Windows 98, Windows 95 and Windows 3.1 platforms, IBM
operating systems, Novell, Inc. operating systems and various implementations of
the industry standard UNIX operating system such as IBM's AIX, Hewlett Packard's
HP/UX, Sun Microsystems' Solaris and Linux.
We have a range of web integration products, host application publishing
products and host access connectivity products. We also have a range of support
connectivity products that provide real-time visual support in conjunction with
help desk systems aimed at reducing the time and cost of end user support. Our
host access products provide the applications and solutions that allow end user
devices, including personal computers, to communicate with large centralized
corporate computer systems. Host access products include our strongest brands:
the Rumba family, the ViewNow family and the Chameleon(TM) family. Other strong
brands in our Host Access portfolio include: the NS/Portfolio(TM) family and the
OnNet(R) and OnWeb(TM) families. Strong Web Integration and Applications Server
brands include the Salvo(TM) family and the OnWeb(TM) family. Our real-time
visual support connectivity products add value to our
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Host Access and Web Integration offerings and also target new market segments.
Current products include SupportNow(TM) Enterprise and the SupportNow SDK(TM)
software tools that help reduce the length and cost of support phone calls from
end-users and help with end-user education and training.
We were incorporated in 1990 as a California corporation and changed our
incorporation to Delaware in 1993 in conjunction with our initial public
offering.
FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended. All statements, other
than statements of historical facts, included in, or incorporated by reference
into this prospectus, are forward-looking statements. In addition, when used in
this document, the words "anticipate", "estimate", "expect", "intend", "plan",
"believe", "project", and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are subject to
various risks or uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, we cannot assure you that such
expectations will prove to have been correct. These statements are only
predictions and involve known and unknown risks, uncertainties and other factors
that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from future results,
levels of activity, performance or achievements expressed or implied by these
forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Moreover, neither we nor any
other person assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus to conform these statements to actual results
unless required by law.
SELLING SECURITYHOLDERS
An aggregate of 1,765,079 shares may be offered for sale and sold
pursuant to this prospectus by the selling securityholders. The shares are to be
offered by and for the respective accounts of the selling securityholders and
any pledgees or donees of the selling securityholders. We have agreed to
register all of the shares under the Securities Act and to pay all of the
expenses in connection with such registration and sale of the shares, other than
underwriting discounts and selling commissions. We will not receive any proceeds
from the sale of the shares by the selling securityholders.
Information with respect to the selling securityholders and the shares
is set forth in the following table. None of the selling securityholders has had
any material relationship with us within the past three years, except as noted
in the following table.
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<TABLE>
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NUMBER OF
SHARES OWNED SHARES OFFERED
SELLING SECURITYHOLDER PRIOR TO SALE HEREBY*
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U.S. Venture Partners V, L.P. ................ 904,456 904,456
USVP V International, L.P. ................... 50,243 50,243
2180 Associates Fund V, L.P. ................. 28,143 28,143
USVP V Entrepreneur Partners, L.P. ........... 22,111 22,111
Silicon Valley Bank .......................... 306,273 306,273
WS Investments 96B ........................... 10,845 10,845
Vivie Lee** .................................. 155,507 113,038
James L. McGregor ............................ 112,979 112,979
April Lee** .................................. 60,950 39,097
Timothy Q. Unger ............................. 61,772 43,494
Thomas H. Smith .............................. 12,756 12,756
Stephen J. Barnhouse** ....................... 52,082 50,957
Richard Tabor ................................ 6,901 5,688
William M. Rothenberg ........................ 2,552 2,552
Steven Simonian .............................. 2,034 2,034
Cynthia Tipton ............................... 203 203
Linda Ryan Dehejia ........................... 1,565 1,565
Grace Chang .................................. 7,214 4,777
Joseph R. Meyers ............................. 6,895 6,895
Linda G. Baker ............................... 664 664
Steven B. Shapero ............................ 652 652
Joseph F. Elliott ............................ 37,181 37,181
Expert Support, Inc. ......................... 3,086 3,086
Sonia Bhanot ................................. 2,068 2,068
Gerard J. Rudisin ............................ 2,068 2,068
Suzanne S. Karasik ........................... 2,068 1,254
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* Including shares underlying warrants and options to acquire 643,584
shares of common stock at an exercise price of $4.13 per share.
** Employed by NetManage.
USE OF PROCEEDS
All of the shares in the offering are being sold by the selling
shareholders. We will, therefore, not receive any proceeds from the sale of the
shares in the offering.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be sold by the selling
securityholders or by pledgees and donees of the selling securityholders for
their respective own accounts. We will receive none of the proceeds from this
offering. The selling securityholders will pay or assume brokerage commissions
or other charges and expenses incurred in the sale of the shares.
The distribution of the shares by the selling securityholders is not
subject to any underwriting agreement. The selling securityholders may sell
their shares covered by this prospectus through customary brokerage channels,
either through broker-dealers acting as agents or brokers, or through
broker-dealers acting as principals, who may then resell the shares, or at
private sale or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
selling securityholders may effect such
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transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions, commissions, or fees from the selling securityholders and/or
purchasers of the shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Any broker-dealers
that participate with the selling securityholders in the distribution of the
shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of the shares positioned by them might be deemed to be
underwriting discounts and commissions within the meaning of the Securities Act,
in connection with such sales.
Any shares covered by the prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus.
In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.
LEGAL MATTERS
The validity of the issuance of the securities offered hereby, under
Delaware law, will be passed upon for us by Louis Wellmeier, Esq.
EXPERTS
Arthur Andersen LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1999, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Arthur Andersen LLP's report, given on their authority as experts in giving said
report.
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