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As filed pursuant to Rule 424(b)(4)
under the Securities Act of 1933, as
amended. Registration No. 333-93645.
PROSPECTUS
204,211 Shares
PROXIM, INC.
Common Stock
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This prospectus relates to the public offering, which is not being
underwritten, of up to 204,211 shares of our Common Stock which is held by some
of our current stockholders. The selling stockholders identified in this
prospectus acquired their shares of our Common Stock in a private transaction in
which Proxim acquired WaveSpan Corporation, a California corporation.
The prices at which such stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our Common Stock is listed on the Nasdaq National Market under the symbol
"PROX." On January 13, 2000, the closing price for our Common Stock was $84.625
per share.
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INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is January 14, 2000.
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No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Proxim,
Inc. (referred to in this prospectus as "Proxim," the "Company" and "we"), any
selling stockholder or by any other person. Neither the delivery of this
prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that information herein is correct as of any time subsequent to
the date hereof. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities covered
by this prospectus, nor does it constitute an offer to or solicitation of any
person in any jurisdiction in which such offer or solicitation may not lawfully
be made.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document 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 conference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information 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
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings made with the SEC under Section
13a, 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until our
offering is completed.
(1) Proxim's Annual Report on Form 10-K, for the year ended December 31,
1998;
(2) Proxim's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999;
(3) Proxim's Quarterly Report on Form 10-Q for the quarter ended June 30,
1999;
(4) Proxim's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
(5) Proxim's Current Report on Form 8-K, filed with the Commission on April
30, 1999; and
(6) The description of our Common Stock contained in our Registration
Statement on Form 8-A, filed with the Commission on October 21, 1993.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Keith E. Glover
Vice President, Finance and Chief Financial Officer
Proxim, Inc.
510 DeGuigne Drive
Sunnyvale, California 94086
(408) 731-2700
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one 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
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should not assume that the information in this prospectus or the prospectus
supplement is accurate as of any date other than the date on the front of the
document.
PROXIM
Proxim designs, manufactures and markets high performance wireless local
area networking, or LAN, products based on radio frequency, or RF, technology.
Proxim's highly integrated wireless client adapters and network infrastructure
systems seamlessly extend existing enterprise LANs to enable mobility-driven
applications in a wide variety of in-building and campus area environments.
Introduced in 1994, Proxim's RangeLAN2(TM) 2.4 GHz wireless LAN technology has
been adopted by a number of major mobile computer system and handheld data
terminal manufacturers, as well as many leading wireless solution providers, for
real-time data collection applications in manufacturing, warehousing,
transportation and retailing and for point-of-service network applications in
healthcare, hospitality, education and financial services.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, actual results could differ materially from those expressed
or forecasted in any such forward-looking statements as a result of certain
factors, including those set forth in "Risk Factors," as well as those noted in
the documents incorporated herein by reference. In connection with
forward-looking statements which appear in these disclosures, investors should
carefully review the factors set forth in this prospectus under "Risk Factors."
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected. In
such case, the trading price of our common stock could decline and you could
lose all or part of your investment.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus.
OUR OPERATING RESULTS ARE LIKELY TO FLUCTUATE SIGNIFICANTLY AND MAY FAIL TO MEET
OR EXCEED THE EXPECTATIONS OF SECURITIES ANALYSTS OR INVESTORS, CAUSING OUR
STOCK PRICE TO DECLINE.
Our operating results have fluctuated in the past and are likely to
continue to fluctuate in the future on annual and quarterly basis, due to
numerous factors, many of which are outside of our control. Some of the factors
that may cause these fluctuations include:
- changing market demand for, and declines in the average selling prices
of, our products;
- the timing of and delays or cancellations of significant orders from
major customers;
- the loss of one or more of our major customers;
- the cost, availability and quality of components from our suppliers;
- the cost, availability, and quality of assemblies from contract and
subcontract manufacturers;
- the lengthy sales and design-in cycles for original equipment
manufacturer, or OEM, products;
- delays in the introduction of our new products;
- competitive product announcements and introductions;
- market adoption of new technologies;
- market adoption of radio frequency, or RF, standards-based products (such
as those compliant with the IEEE 802.11 or the Home RF SWAP standards);
- the mix of products sold;
- the effectiveness of our distribution channels and our success in
developing new distribution channels;
- the sell-through rate of our Symphony products through consumer retail
channels;
- management of retail channel inventories;
- the failure to anticipate changing customer product requirements;
- seasonality in demand;
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- manufacturing capacity and efficiency;
- changes in the regulatory environment, product health and safety
concerns;
- Year 2000 issues; and
- general economic conditions.
Historically, we have not operated with a significant order backlog and a
substantial portion of our revenue in any quarter has been derived from orders
booked and shipped in that quarter. Accordingly, our revenue expectations are
based almost entirely on internal estimates of future demand and not on firm
customer orders. Planned operating expense levels are relatively fixed in the
short term and are based in large part on these estimates. If orders and revenue
do not meet expectations, our operating results could be materially adversely
affected. In this regard, in the third quarter of 1997, we experienced a
decrease in revenue and an operating loss as a result of a significant decrease
in orders from two of our major customers. We can offer no assurance that we
will not experience future quarter to quarter decreases in revenue or quarterly
operating losses. In addition, due to the timing of orders from OEM customers,
we have often recognized a substantial portion of our revenue in the last month
of a quarter. As a result, minor fluctuations in the timing of orders and the
shipment of products have caused, and may in the future cause, operating results
to vary significantly from quarter to quarter.
WE DEPEND SIGNIFICANTLY ON A LIMITED NUMBER OF OEM CUSTOMERS.
A substantial portion of our revenue has been derived from a limited number
of customers, most of which are OEM customers. Approximately 55%, 59% and 62% of
our sales during the first nine months of 1999, and calendar years 1998 and
1997, respectively, were to OEM customers. In addition, sales to one customer
represented approximately 31% of our revenue during the first nine months of
1999. Sales to two customers represented approximately 41% and 11% of our
revenue during 1998. Sales to three customers represented approximately 28%, 17%
and 10% of our revenue during 1997. We expect that sales to a limited number of
OEM customers will continue to account for a substantial portion of our revenue
for the foreseeable future. We also have experienced quarter to quarter
variability in sales to each of our major OEM customers and expect this pattern
to continue in the future.
Sales of many of our wireless networking products depend upon the decision
of a prospective OEM customer to develop and market wireless solutions which
incorporate our wireless technology. OEM customers' orders are affected by a
variety of factors, including the following:
- new product introductions;
- regulatory approvals;
- end-user demand for OEM customers' products;
- product life cycles;
- inventory levels;
- manufacturing strategies;
- pricing;
- contract awards; and
- competitive and general economic conditions.
For these and other reasons, the design-in cycle associated with the
purchase of our wireless products by OEM customers is quite lengthy, generally
ranging from six months to two years, and is
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subject to a number of significant risks, including customers' budgeting
constraints and internal acceptance reviews, that are beyond our control.
Because of the lengthy sales cycle, we typically plan our production and
inventory levels based on internal forecasts of OEM customer demand, which is
highly unpredictable and can fluctuate substantially. In addition, our
agreements with OEM customers typically do not require minimum purchase
quantities and a significant reduction, delay or cancellation of orders from any
of these customers could materially and adversely affect our operating results.
If revenue forecasted from a specific customer for a particular quarter is not
realized in that quarter, our operating results for that quarter could be
materially adversely affected. The loss of one or more of, or a significant
reduction in orders from, our major OEM customers could materially and adversely
affect our operating results. In addition, we can offer no assurance that we
will become a qualified supplier for new OEM customers or that we will remain a
qualified supplier for existing OEM customers.
WE PURCHASE SEVERAL KEY COMPONENTS USED IN THE MANUFACTURE OR INTEGRATION OF OUR
PRODUCTS FROM SOLE OR LIMITED SOURCES.
Certain parts and components used in our products, including our
proprietary application specific integrated circuits, or ASICs, monolithic
microwave integrated circuits, or MMICs, and assembled circuit boards, are only
available from single sources, and certain other parts and components are only
available from a limited number of sources. Our reliance on these sole source or
limited source suppliers involves risks and uncertainties, including the
following:
- the possibility of a shortage or discontinuation of key components; and
- reduced control over delivery schedules, manufacturing capability,
quality, yields and costs.
Any reduced availability of these parts or components when required could
significantly impair our ability to manufacture and deliver our products on a
timely basis and result in the cancellation of orders, which could materially
adversely affect our operating results. In addition, the purchase of some key
components involves long lead times and, in the event of unanticipated increases
in demand for our products, we have in the past been, and may in the future be,
unable to manufacture some products in a quantity sufficient to meet our
customers' demand in any particular period. We have no guaranteed supply
arrangements with our sole or limited source suppliers, do not maintain an
extensive inventory of parts or components, and customarily purchase sole or
limited source parts and components pursuant to purchase orders placed from time
to time in the ordinary course of business. Business disruptions, production
shortfalls, production quality or financial difficulties of a sole or limited
source supplier could materially and adversely affect our business by increasing
product costs, or reducing or eliminating the availability of parts or
components. In an event like this, our inability to develop alternative sources
of supply quickly and on a cost-effective basis could significantly impair our
ability to manufacture and deliver our products on a timely basis and could
materially adversely affect our business and operating results.
WE NEED TO EXPAND OUR LIMITED MANUFACTURING CAPABILITY AND INCREASINGLY DEPEND
ON CONTRACT MANUFACTURERS FOR OUR MANUFACTURING REQUIREMENTS.
We currently have limited manufacturing capability and no experience in
large scale manufacturing. If our customers were to concurrently place orders
for unexpectedly large product quantities, our present manufacturing capacity
might be inadequate to meet the demand. We can offer no assurance that we will
be able to develop or contract for additional manufacturing capacity on
acceptable terms on a timely basis. In addition, in order to compete
successfully, we will need to achieve significant product cost reductions.
Although we intend to achieve cost reductions through engineering improvements
and production economies, we can offer no assurance that we will be able
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to do so. In order to remain competitive, we also must continue to introduce new
products and processes into our manufacturing environment. We currently conduct
our manufacturing operations for all of our products in our new corporate
headquarters in Sunnyvale, California. In addition, we rely on contract and
subcontract manufacturers for turnkey manufacturing and circuit board assemblies
which subjects us to additional risks, including a potential inability to obtain
an adequate supply of finished assemblies and assembled circuit boards and
reduced control over the price, timely delivery and quality of such finished
assemblies and assembled circuit boards. If our Sunnyvale facility were to
become incapable of operating, even temporarily, or were unable to operate at or
near its current or full capacity for an extended period, our business and
operating results could be materially adversely affected. Changes in our
manufacturing operations to incorporate new products and processes could cause
disruptions, which, in turn, could adversely affect customer relationships,
cause a loss of market opportunities and negatively affect our business and
operating results.
We have in the past experienced higher than expected demand for our
products. This resulted in delays in the delivery of certain products due to
temporary shortages of certain components, particularly components with long
lead times, and insufficient manufacturing capacity. Due to the complex nature
of our products and manufacturing processes, the worldwide demand for some
wireless technology components and other factors, we can offer no assurance that
delays in the delivery of products will not occur in the future.
WIRELESS COMMUNICATIONS AND NETWORKING MARKETS ARE SUBJECT TO RAPID
TECHNOLOGICAL CHANGE AND TO COMPETE, WE MUST CONTINUALLY INTRODUCE NEW PRODUCTS
THAT ACHIEVE BROAD MARKET ACCEPTANCE.
The wireless communications industry is characterized by rapid
technological change, short product life cycles and evolving industry standards.
To remain competitive, we must develop or gain access to new technologies in
order to increase product performance and functionality, reduce product size and
maintain cost-effectiveness.
Our success is also dependent on our ability to develop new products for
existing and emerging wireless communications markets, to introduce such
products in a timely manner and to have them designed into new products
developed by OEM customers. The development of new wireless networking products
is highly complex, and, from time to time, we have experienced delays in
developing and introducing new products. Due to the intensely competitive nature
of the our business, any delay in the commercial availability of new products
could materially and adversely affect our business, reputation and operating
results. In addition, if we are unable to develop or obtain access to advanced
wireless networking technologies as they become available, or are unable to
design, develop and introduce competitive new products on a timely basis, or are
unable to hire or retain qualified engineers to develop new technologies and
products, our future operating results would be materially and adversely
affected. We have expended substantial resources in developing products that are
designed to conform to the IEEE 802.11 standard that received final approval in
June 1997. We can offer no assurance, however, that our IEEE 802.11 compliant
products or the IEEE 802.11 standard will have a meaningful commercial impact.
We have substantially increased research and development expenses to
develop new technologies related to 5 GHz high-speed wireless LAN products. In
this regard, in the fourth quarter of 1997, we recorded a charge of $2,500,000
to research and development expense for the acquisition of technology to be used
in developing a new family of 5 GHz high-speed wireless LAN products.
Additionally, during the interim periods of 1999, we recorded a $2,000,000
charge related to an investment in a start-up company developing ultra-broadband
wireless products. In addition, we are a core member of the HomeRF Working
Group, an industry consortium that is establishing an open
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industry standard, called the SWAP specification, for wireless digital
communications between PCs and consumer electronic devices, including a common
interface specification that supports wireless data and voice services in and
around the home. We can offer no assurance that the HomeRF SWAP specification,
or products that we develop to comply with the specification will have a
meaningful commercial impact. Further, given the emerging nature of the wireless
LAN market, we can offer no assurance that the RangeLAN2 products and
technology, or our other products or technology, will not be rendered obsolete
by alternative technologies.
THE WIRELESS LOCAL AREA NETWORKING MARKET IS INTENSELY COMPETITIVE AND SOME OF
OUR COMPETITORS ARE LARGER AND BETTER ESTABLISHED.
The wireless local area networking market is extremely competitive and we
expect that competition will intensify in the future. Increased competition
could adversely affect our business and operating results through pricing
pressures, the loss of market share and other factors. The principal competitive
factors in the wireless LAN market include the following:
- effective RF coverage area;
- data throughput;
- wireless networking protocol sophistication;
- network scalability;
- roaming capability;
- power consumption;
- product miniaturization;
- product reliability;
- product time to market;
- product certifications;
- price;
- manufacturing capabilities and experience;
- effective distribution channels;
- ability to support new industry standards; and
- company reputation.
We could be at a disadvantage to competitors, particularly Cisco Systems
and Lucent Technologies, that have broader distribution channels and brand
recognition and offer more diversified product lines.
We have several competitors in our commercial wireless LAN business,
including Lucent Technologies, Nokia, Symbol Technologies and Aironet Wireless
Communications (which has announced an agreement to be acquired by Cisco
Systems), among others. We also face competition from a variety of companies
that offer different technologies in the nascent home networking market,
including several companies developing competing wireless networking products.
Additionally, numerous companies have announced their intention to develop
competing products in both the commercial wireless LAN and home networking
markets. In addition to competition from companies
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that offer or have announced their intention to develop wireless LAN products,
we could face future competition from companies that offer products which
replace network adapters or offer alternative communications solutions, or from
large computer companies, PC peripheral companies, as well as other large
networking equipment companies. Furthermore, we could face competition from
certain of our OEM customers which have, or could acquire, wireless engineering
and product development capabilities. We can offer no assurance that we will be
able to compete successfully against these competitors or that competitive
pressures we face will not adversely affect our business or operating results.
Many of our present and potential competitors have substantially greater
financial, marketing, technical and other resources with which to pursue
engineering, manufacturing, marketing, and distribution of their products. These
competitors may succeed in establishing technology standards or strategic
alliances in the wireless LAN market, obtain more rapid market acceptance for
their products, or otherwise gain a competitive advantage. We can offer no
assurance that we will succeed in developing products or technologies that are
more effective than those developed by our competitors. Furthermore, we compete
with companies that have high volume manufacturing and extensive marketing and
distribution capabilities, areas in which we have only limited experience. We
can offer no assurance that we will be able to compete successfully against
existing and new competitors as the wireless LAN market evolves and the level of
competition increases.
WE DEPEND UPON INTERNATIONAL SALES AND OUR ABILITY TO SUSTAIN AND INCREASE
INTERNATIONAL SALES IS SUBJECT TO MANY RISKS WHICH COULD ADVERSELY AFFECT OUR
OPERATING RESULTS.
Revenue from shipments by us to customers outside the United States,
principally to a limited number of distributors and OEM customers, represented
21%, 17% and 26% of total revenue during the first nine months of 1999, and
calendar years 1998 and 1997. We expect that revenue from shipments to
international customers will vary as a percentage of total revenue. Sales to
international customers or to U.S. OEM customers who ship to international
locations are subject to a number of risks and uncertainties including:
- changes in foreign government regulations and telecommunications
standards;
- export license requirements;
- tariffs, taxes and other trade barriers;
- fluctuations in currency exchange rates;
- longer payment cycles for international distributors;
- difficulty in collecting accounts receivable;
- difficulty in staffing and managing foreign operations; and
- potential political and economic instability.
While international sales are typically denominated in U.S. dollars and we
typically extend limited credit terms, fluctuations in currency exchange rates
could cause our products to become relatively more expensive to customers in a
particular country, leading to a reduction in sales or profitability in that
country. We can offer no assurance that foreign markets will continue to develop
or that we will receive additional orders to supply our products to foreign
customers. Our business and operating results could be materially and adversely
affected if foreign markets do not continue to develop or if we do not receive
additional orders to supply our products for use by foreign customers. In the
latter part of 1997 and throughout 1998, capital markets in Asia were highly
volatile, resulting
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in fluctuations in Asian currencies and other economic instabilities. In this
regard, in the third quarter of 1997 and continuing through the second quarter
of 1998, we experienced a significant decrease in orders from NTT-IT, one of our
major Japanese customers, resulting in a significant decrease in quarterly
revenue and an operating loss in the third quarter of 1997.
OUR FAILURE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS COULD ADVERSELY AFFECT
OUR ABILITY TO COMPETE EFFECTIVELY.
We rely on a combination of patents, trademarks, non-disclosure agreements,
invention assignment agreements and other security measures in order to
establish and protect our proprietary rights. We have been issued four U.S.
patents which were issued in 1991, 1993, 1995 and 1999, and are important to our
current business, and we have five patent applications pending in the U.S. which
relate to our core technologies and product designs. We can offer no assurance
that patents will issue from any of these pending applications or, if patents do
issue, that the claims allowed will be sufficiently broad to protect our
technology. In addition, we can offer no assurance that any patents issued to us
will not be challenged, invalidated or circumvented, or that the rights granted
thereunder will adequately protect us. Since U.S. patent applications are
maintained in secrecy until patents issue, and since publication of inventions
in the technical or patent literature tends to lag behind such inventions by
several months, we cannot be certain that we first created the inventions
covered by our issued patents or pending patent applications or that we were the
first to file patent applications for such inventions or that we are not
infringing on the patents of others. In addition, we have filed, or reserved our
rights to file, a number of patent applications internationally. We can offer no
assurance that any international patent application will issue or that the laws
of foreign jurisdictions will protect our proprietary rights to the same extent
as the laws of the United States.
Although we intend to protect our rights vigorously, there can be no
assurance that the measures we have taken or may take to protect our proprietary
rights will be successful. Litigation may be necessary to enforce our patents,
trademarks or other intellectual property rights, to protect our trade secrets,
to determine the validity and scope of the proprietary rights of others or to
defend against claims of infringement. Litigation could result in substantial
costs and diversion of resources and could materially and adversely affect our
business and operating results. Moreover, we can offer no assurance that in the
future these rights will be upheld. Furthermore, there can be no assurance that
any of our issued patents will provide a competitive advantage or will not be
challenged by third parties or that the patents of others will not adversely
impact our ability to do business. As the number of products in the wireless LAN
market increases, and related functionalities and features overlap, we may
become increasingly subject to infringement claims. These claims also might
require us to enter into royalty or license agreements. Any such claims, with or
without merit, could cause costly litigation and could require significant
management time. There can be no assurance that, if required, we could obtain
such royalty or license agreements on terms acceptable to management. There can
be no assurance that the measures we have taken or may take in the future will
prevent misappropriation of our technology or that others will not independently
develop similar products, design around our proprietary technology or duplicate
our products.
WE NEED TO EFFECTIVELY MANAGE OUR GROWTH.
Our growth to date has caused, and will continue to cause, a significant
strain on our management, operational, financial and other resources. Our
ability to manage growth effectively will require us to improve our management,
operational and financial processes and controls as well as the related
information and communications systems. These demands will require the addition
of new management personnel and the development of additional expertise by
existing management. The
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failure of our management team to effectively manage growth, should it occur,
could materially and adversely affect our business and operating results.
COMPLIANCE WITH GOVERNMENTAL REGULATIONS IN MULTIPLE JURISDICTIONS WHERE WE SELL
OUR PRODUCTS IS DIFFICULT AND COSTLY.
In the United States, we are subject to various Federal Communications
Commission, or FCC, rules and regulations. Current FCC regulations permit
license-free operation in certain FCC-certified bands in the radio spectrum. Our
spread spectrum wireless products are certified for unlicensed operation in the
902 - 928 MHz and 2.4 - 2.4835 GHz frequency bands. Operation in these frequency
bands is governed by rules set forth in Part 15 of the FCC regulations. The Part
15 rules are designed to minimize the probability of interference to other users
of the spectrum and, thus, accord Part 15 systems secondary status. In the event
that there is interference between a primary user and a Part 15 user, a higher
priority user can require the Part 15 user to curtail transmissions that create
interference. In this regard, if users of our products experience excessive
interference from primary users, market acceptance of our products could be
adversely affected, which could materially and adversely affecting our business
and operating results. The FCC, however, has established certain standards which
create an irrefutable presumption of noninterference for Part 15 users and we
believe that our products comply with such requirements. We can offer no
assurance that the occurrence of regulatory changes, including changes in the
allocation of available frequency spectrum or modification to the standards
establishing an irrefutable presumption for unlicensed Part 15 users, would not
significantly affect our operations by rendering current products obsolete,
restricting the applications and markets served by our products or increasing
the opportunity for additional competition.
Our products are also subject to regulatory requirements in international
markets and, therefore, we must monitor the development of spread spectrum and
other radio frequency regulations in certain countries that represent potential
markets for our products. While we can offer no assurance that we will be able
to comply with regulations in any particular country, we design our RangeLAN2,
RangeLAN802, Symphony and HomeRF products to minimize the design modifications
required to meet various 2.4 GHz international spread spectrum regulations. In
addition, we will seek to obtain international certifications for the Symphony
and HomeRF product line in countries where there is a substantial market for
home PCs and Internet connectivity. Changes in, or the failure by us to comply
with, applicable domestic and international regulations could materially
adversely affect our business and operating results. In addition, with respect
to those countries that do not follow FCC regulations, we may need to modify our
products to meet local rules and regulations.
Regulatory changes, including changes in the allocation of available
frequency spectrum, could significantly affect our operations by restricting our
development efforts, rendering current products obsolete or increasing the
opportunity for additional competition. In September 1993 and in February 1995,
the FCC allocated additional spectrum for personal communications services. In
January 1997, the FCC authorized 300 MHz of additional unlicensed frequencies in
the 5 GHz frequency range. In June 1999, the FCC issued a Notice of Proposed
Rulemaking (NPRM) that proposed changing the way allocated frequencies are
utilized by Part 15 spread spectrum systems. These approved and proposed changes
in the allocation and use of available frequency spectrum could create
opportunities for other wireless networking products and services.
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There can be no assurance that new regulations will not be promulgated
which could materially and adversely affect our business and operating results.
THERE MAY BE POTENTIAL HEALTH AND SAFETY RISKS RELATED TO OUR PRODUCTS WHICH
COULD NEGATIVELY AFFECT OUR BUSINESS AND PRODUCT SALES.
The intentional emission of electromagnetic radiation has been the subject
of recent public concern regarding possible health and safety risks, and though
our products, when installed in any of the intended configurations, are designed
not to exceed the maximum permissible exposure limits listed in Section 1.1311
of the FCC Regulations, we can offer no assurance that safety issues will not
arise in the future and materially and adversely affect our business and
operating results.
TO COMPETE EFFECTIVELY, WE MUST ESTABLISH AND EXPAND NEW DISTRIBUTION CHANNELS
FOR OUR HOME NETWORKING PRODUCTS.
To date, a substantial percentage of our revenue has been derived from OEM
customers through our direct sales force. We sell our branded RangeLAN2 products
through domestic and international distributors. We are also establishing new
distribution channels for our Symphony family of cordless home and small office
networking products. Symphony products are currently sold through national
retailers such as Best Buy, OfficeMax and Staples, computer retailers such as
Fry's Electronics, J&R Computer World and Micro Center, computer catalogs such
as CDW, MobilePlanet and PC Connection, and numerous on-line retail sites over
the Internet, including our own e-commerce Website. In general, distributors and
retailers offer products of several different companies, including products that
may compete with our products. Accordingly, they may give higher priority to
products of other suppliers, thus reducing their efforts to sell our products.
Agreements with distributors and retailers are generally terminable at their
option. Any reduction in sales efforts or termination of a relationship may
materially and adversely affect our business and operating results. Use of
distributors and retailers also entails the risk that they will build up
inventories in anticipation of substantial growth in sales. If such growth does
not occur as anticipated, they may substantially decrease the amount of product
ordered in subsequent quarters. Such fluctuations could contribute to
significant variations in the Company's future operating results.
IF WE LOSE KEY PERSONNEL OR WE ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL
AS NECESSARY, WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR BUSINESS OR ACHIEVE
OUR OBJECTIVES.
We are highly dependent on the technical and management skills of our key
employees, in particular David C. King, Chairman, President and Chief Executive
Officer, and Juan Grau, Vice President of Engineering. We do not have employment
agreements with, or life insurance on the life of, either person. In addition,
given the rapid technological change in this industry, we believe that the
technical expertise and creative skills of our engineers and other personnel are
crucial in determining our future success. The loss of the services of any key
employee could adversely affect our business and operating results. Our success
also depends in large part on a limited number of key marketing and sales
employees and on our ability to continue to attract, assimilate and retain
additional highly talented personnel. Competition for qualified personnel in the
wireless data communications and networking industries is intense. We can offer
no assurance that we will be successful in retaining our key employees or that
we can attract, assimilate or retain the additional skilled personnel as
required.
11
<PAGE> 13
OUR STOCK PRICE MAY BE EXTREMELY VOLATILE.
Recently, the price of our common stock has been volatile. We believe that
the price of our common stock may continue to fluctuate, perhaps substantially,
as a result of factors including:
- announcements of developments relating to our business;
- fluctuations in our operating results;
- general conditions in the wireless communications industry or the
worldwide economy;
- a shortfall in revenue or earnings from securities analysts' expectations
or other changes in financial estimates by securities analysts;
- announcements of technological innovations or new products or
enhancements by us or our competitors;
- developments in patent, copyright or other intellectual property rights;
and
- developments in our relationships with customers, distributors and
suppliers.
In the third quarter of 1997, we announced revenue and operating results
below expectations of securities analysts and investors, resulting in a decrease
in the market price of our common stock. In addition, in recent years the stock
market in general, and the market for shares of high technology stocks in
particular, have experienced extreme price fluctuations, which have often been
unrelated to the operating performance of affected companies. There can be no
assurance that the market price of the our common stock will not experience
significant fluctuations in the future, including fluctuations that are
unrelated to our performance.
12
<PAGE> 14
USE OF PROCEEDS
Proxim will not receive any of the proceeds from the sale of the shares
offered by this prospectus. All proceeds from the sale of the shares offered
hereby will be for the account of the selling stockholders, as described below.
See "Selling Stockholders" and "Plan of Distribution."
SELLING STOCKHOLDERS
The following table sets forth as of the date of this prospectus, the name
of each of the selling stockholders, the number of shares of Common Stock that
each selling stockholder owns, the number of shares of Common Stock owned by
each selling stockholder that may be offered for sale from time to time by this
prospectus, and the number of shares of Common Stock to be held by each selling
stockholder assuming the sale of all the Common Stock offered hereby.
Some of the selling stockholders may distribute their shares, from time to
time, to their limited and/or general partners, who may sell shares pursuant to
this prospectus. Each selling shareholder may also transfer shares owned by him
by gift, and upon any such transfer the donee would have the same right of sale
as the selling stockholder.
The shares being offered by the selling stockholders were acquired in
connection with our acquisition of WaveSpan Corporation, a California
corporation, in December 1999. We may amend or supplement this prospectus from
time to time to update the disclosure set forth herein.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF OWNED AFTER
OFFERING(1) SHARES OFFERING(1)
------------------- BEING --------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT OFFERED NUMBER PERCENT
--------------------------- -------- -------- ------- -------- ---------
<S> <C> <C> <C> <C> <C>
Matrix IV Entrepreneurs Fund, L.P.......... 3,137 * 3,137 0 *
Matrix Partners IV, L.P.................... 59,631 * 59,631 0 *
Institutional Venture Management VII....... 940 * 940 0 *
Institutional Venture Partners
Founders Fund I, L.P..................... 1,012 * 1,012 0 *
Institutional Venture Partners VII......... 48,040 * 48,040 0 *
IVP Founders Fund I, L.P................... 282 * 282 0 *
McQuillan Consulting Profit Sharing
Retirement............................... 200 * 200 0 *
Mr. Edmund S. Ruffin, Jr................... 12 * 12 0 *
Scott Kriens and Joan Kriens Trust......... 330 * 330 0 *
VLG Investments 1996....................... 48 * 48 0 *
Foundation Capital Entrepreneurs, Fund,
L.L.C. .................................. 2,786 * 2,786 0 *
Foundation Capital, L.P.................... 25,079 * 25,079 0 *
McKinney Family Trust...................... 400 * 400 0 *
Norwest Venture Partners VI, L.P. ......... 28,266 * 28,266 0 *
Comdisco, Inc. ............................ 34,048(2) * 34,048(2) 0 *
Total...................................... 204,211 1.7% 204,211 0 *
</TABLE>
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* Less than 1%.
(1) Based on 11,925,723 shares outstanding as of December 22, 1999.
(2) Such shares are purchasable pursuant to a Payoff Agreement dated December 2,
1999 by and between the Company and Comdisco, Inc.
13
<PAGE> 15
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The selling stockholders will act
independently of Proxim in making decisions with respect to the timing, manner
and size of each sale. The selling stockholders may sell the shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price, at
varying prices or at negotiated prices. The shares offered hereby may be sold,
without limitation, by one or more of the following means of distribution: (a) a
block trade in which the broker-dealer so engaged will attempt to sell such
shares as agent, but may position and resell a portion of the block as principal
to facilitate the transaction; (b) purchases by a broker-dealer as principal and
resale by such broker-dealer for its own account pursuant to this prospectus;
(c) an over-the-counter distribution in accordance with the rules of the Nasdaq
National Market; (d) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (e) in privately negotiated transactions. To
the extent required, this prospectus may be amended and supplemented from time
to time to describe a specific plan of distribution.
In connection with distributions of the shares offered hereby or otherwise,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of
Proxim's common stock in the course of hedging the positions they assume with
selling stockholders. The selling stockholders may also sell Proxim's common
stock short and deliver the shares offered hereby to close out such short
positions. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions which require
the delivery to such broker-dealer or other financial institution of shares
offered hereby, which shares such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction). The selling stockholders may also pledge the shares offered
hereby to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction). In addition, any shares offered hereby that qualify
for sale pursuant to Rule 144 may, at the option of the holder thereof, be sold
under Rule 144 rather than pursuant to this prospectus.
Any broker-dealer participating in such transactions as agent may receive
commissions from the selling stockholder and/or purchasers of the shares offered
hereby (and, if it acts as agent for the purchaser of such shares, from such
purchaser). Usual and customary brokerage fees will be paid by the selling
stockholder. Broker-dealers may agree with the selling stockholder to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker-dealer is unable to do so acting as agent for the selling
stockholder, to purchase as principal any unsold shares at the price required to
fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers
who acquire shares as principal may thereafter resell such shares from time to
time in transactions (which may involve cross and block transactions and which
may involve sales to and through other broker-dealers, including transactions of
the nature described above) in the over-the-counter market, in negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales, may pay to or receive
from the purchasers of such shares commissions computed as described above.
To comply with the securities laws of certain states, if applicable, the
shares offered hereby will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the shares
offered hereby may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
14
<PAGE> 16
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Exchange Act may apply to sales of the shares offered
hereby in the market and to the activities of the selling stockholders and their
affiliates. In addition, we will make copies of this prospectus available to the
selling stockholders and have informed them of the need for delivery of copies
of this prospectus to purchasers at or prior to the time of any sale of the
shares offered hereby. The selling stockholders may indemnify any broker-dealer
than participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
Some of the selling stockholders may distribute their shares, from time to
time, to their limited and/or general partners, who may sell shares pursuant to
this prospectus. Each selling shareholder may also transfer shares owned by him
by gift, and upon any such transfer the donee would have the same right of sale
as the selling stockholder.
At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Bylaws limits the liability of our directors and officers for expenses
to the maximum extent permitted by Delaware law. Delaware law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law; (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law; or (iv) for any transaction from which the
director derived an improper personal benefit.
Our Certificate of Incorporation provides that we must indemnify our
directors and may indemnify our other officers, employees and agents to the
fullest extent permitted by law.
We have entered into agreements to indemnify our directors and officers, in
addition to indemnification provided for in our Bylaws. These agreements, among
other things, indemnify our directors and officers for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred by
any such person in any action or proceeding, including any action by or in the
right of Proxim, arising out of such person's services as a Proxim director or
officer, any subsidiary of Proxim or any other company or enterprise to which
the person provides services at our request.
Proxim's Bylaws also permit us to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of his
or her actions in such capacity, regardless of whether the Bylaws would permit
indemnification. We also maintain an insurance policy insuring our directors and
officers against liability for certain acts and omissions while acting in their
official capacities.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Proxim
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
15
<PAGE> 17
LEGAL MATTERS
Certain legal matters relating to the validity of the securities offered
hereby will be passed upon for Proxim by Wilson Sonsini Goodrich & Rosati,
Professional Corporation ("WSGR"), Palo Alto, California. Certain members of
WSGR beneficially own approximately 1,850 shares of Proxim's Common Stock and
options to purchase an aggregate of approximately 25,000 shares of Proxim's
Common Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of Proxim, Inc. for the year ended December 31,
1998 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
16
<PAGE> 18
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PROSPECTIVE INVESTORS MAY RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS. NEITHER PROXIM NOR ANY SELLING STOCKHOLDER HAS AUTHORIZED ANYONE TO
PROVIDE PROSPECTIVE INVESTORS WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN
THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN
OFFER TO BUY THE SHARES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS
PROSPECTUS OR ANY SALE OF THE SHARES.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WHERE YOU CAN
FIND MORE INFORMATION
ABOUT PROXIM...................... 1
FORWARD-LOOKING STATEMENTS.......... 2
RISK FACTORS........................ 3
USE OF PROCEEDS..................... 13
SELLING STOCKHOLDERS................ 13
PLAN OF DISTRIBUTION................ 14
INDEMNIFICATION OF DIRECTORS AND
OFFICERS.......................... 15
LEGAL MATTERS....................... 16
EXPERTS............................. 16
</TABLE>
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204,211 Shares
PROXIM, INC.
Common Stock
-------------------------
PROSPECTUS
-------------------------
January 14, 2000
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