<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
--------------
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _____________
Commission file number 0-26074
SPYGLASS, INC.
--------------
(Exact name of registrant as specified in its charter)
Delaware 37-1258139
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1240 E. Diehl Road, 4th Floor, Naperville, IL 60563 (708) 505-1010
- ----------------------------------------------------------------------
(Address of principal executive offices, zip code,
registrant's telephone number, including area code)
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report) and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 7, 1996
- --------------------------------------- -----------------------------
Common Stock (par value $.01 per share) 11,740,391
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SPYGLASS, INC.
FORM 10-Q
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets
June 30, 1996 and September 30, 1995 3
Consolidated Statements of Operations
Three Months Ended June 30, 1996 and 1995 4
Nine Months Ended June 30, 1996 and 1995
Consolidated Statement of Changes in
Stockholders' Equity
Nine Months Ended June 30, 1996 5
Consolidated Statements of Cash Flows
Nine Months Ended June 30, 1996 and 1995 6
Notes to the Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
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SPYGLASS, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, SEPTEMBER 30,
(In thousands) 1996 1995
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 33,462 $ 34,872
Accounts receivable, net of allowance for
doubtful accounts of $279 and $180, respectively 7,201 4,314
Notes receivable 340 -
Prepaid expenses and other assets 1,062 355
Deferred income taxes 1,963 199
----------- -------------
Total current assets 44,028 39,740
Properties, net 2,726 1,187
Long-term accounts receivable 1,508 1,281
Other assets 1,183 1,301
----------- -------------
TOTAL ASSETS $ 49,445 $ 43,509
=========== =============
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,705 $ 1,964
Deferred revenues 1,730 1,634
Accrued expenses and other liabilities 149 592
----------- -------------
Total current liabilities 4,584 4,190
Long-term deferred revenues 725 1,100
Deferred income taxes 605 605
----------- -------------
Total liabilities 5,914 5,895
----------- -------------
Stockholders' equity:
Preferred stock, $.01 par value, 2,000,000 shares authorized,
none issued - -
Common stock, $.01 par value, 50,000,000 and 15,000,000
shares authorized, 11,698,580 and 11,406,576 shares
issued and outstanding, respectively 117 112
Additional paid-in capital 39,986 36,530
Retained earnings 3,428 972
----------- -------------
Total stockholders' equity 43,531 37,614
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 49,445 $ 43,509
=========== =============
</TABLE>
See accompanying Notes to the Financial Statements
3
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SPYGLASS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Nine Months Ended June 30,
(In thousands, except per share amounts) 1996 1995 1996 1995
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues:
World-Wide Web technology revenues $ 6,003 $ 2,736 $ 15,756 $ 6,590
Data visualization product revenues - 418 - 1,292
-------- -------- --------- --------
Total net revenues 6,003 3,154 15,756 7,882
Cost of revenues 519 365 1,440 1,210
-------- -------- --------- --------
Gross profit 5,484 2,789 14,316 6,672
Operating expenses:
Sales and marketing 1,687 929 4,223 2,071
Research and development 1,838 726 4,517 1,677
General and administrative 951 574 2,830 1,389
-------- -------- --------- --------
Total operating expenses 4,476 2,229 11,570 5,137
-------- -------- --------- --------
Income from operations 1,008 560 2,746 1,535
Other income 428 40 1,321 122
-------- -------- --------- --------
Income before income taxes 1,436 600 4,067 1,657
Provision for income taxes 574 244 1,611 657
-------- -------- --------- --------
Net income 862 356 2,456 1,000
Accretion of preferred stock dividends - (62) - (191)
-------- -------- --------- --------
Net income available to common
stockholders $ 862 $ 294 $ 2,456 $ 809
======== ======== ========= ========
Earnings per common share and equivalents:
Net income $ 0.07 $ 0.04 0.19 $ 0.11
Net income available to
common stockholders $ 0.07 $ 0.03 0.19 $ 0.09
Weighted average number of common
shares and equivalents outstanding 12,853 8,729 12,832 8,729
</TABLE>
See accompanying notes to the Financial Statements
4
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SPYGLASS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
---------------------------- PAID-IN RETAINED
(In thousands, except per share amounts) SHARES AMOUNT CAPITAL EARNINGS
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1995 11,406,576 $ 112 $ 36,530 $ 972
Exercise of stock options 292,004 3 352
Issuance of incentive stock options 60
Tax benefit from exercise of stock options 3,046
Other 2 -2
Net income 2,456
---------- ---------- ---------- -----------
BALANCE AT JUNE 30, 1996 11,698,580 $ 117 $ 39,986 $ 3,428
========== ========== ========== ===========
</TABLE>
See accompanying Notes to the Financial Statements
5
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SPYGLASS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended June 30,
(In thousands) 1996 1995
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,456 $ 1,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 496 137
Deferred income taxes 1,483 457
Incentive stock option compensation 60 126
Interest income from related party receivables - (3)
Other (201) (39)
Changes in operating assets and liabilities:
Accounts, notes and long-term receivables (3,454) (1,531)
Inventories - 6
Prepaid expenses and other assets (589) 175
Accounts payable 741 695
Deferred revenues (279) 534
Accrued expenses and other liabilities (443) 243
-------- -------
Net cash provided by (used in) operating activities 270 1,800
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,035) (770)
-------- -------
Net cash provided by (used in) investing activities (2,035) (770)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 355 4
Proceeds from initial public offering - 32,222
Proceeds from exercise of warrants - 20
-------- -------
Net cash provided by (used in) financing activities 355 32,246
-------- -------
Net increase (decrease) in cash and cash equivalents (1,410) 33,276
Cash and cash equivalents at beginning of period 34,872 1,606
-------- -------
Cash and cash equivalents at end of period $ 33,462 $34,882
======== =======
</TABLE>
See accompanying Notes to the Financial Statements
6
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SPYGLASS, INC.
FORM 10-Q
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1996
NOTE 1. BASIS OF PRESENTATION
On April 17, 1996, the Company acquired OS Technologies Corporation
("OS Tech") and on April 24, 1996, the Company acquired SurfWatch Software,
Inc. ("SurfWatch"). These acquisitions have been accounted for under the
pooling of interests method of accounting. As a result, all financial
information prior to April 17, 1996 and April 24, 1996 includes the accounts
and results of operations of OS Tech and SurfWatch, respectively, for all
periods presented.
On November 28, 1995, the Board of Directors approved a two-for-one
common stock split to be effected in the form of a 100% stock dividend. This
dividend was paid on December 20, 1995 to stockholders of record as of December
6, 1995. All share and per share information in the accompanying financial
statements and related notes thereto have been restated to reflect the
two-for-one common stock split for all periods presented.
The accompanying financial statements have been prepared by the Company
in accordance with generally accepted accounting principles, although
certain information and footnote disclosures normally included in the Company's
audited annual financial statements have been condensed or omitted. In the
opinion of management, the accompanying unaudited financial statements include
all adjustments (consisting only of normal recurring items) necessary for a
fair presentation of the Company's financial position, results of operations
and cash flows at the dates and for the periods indicated. It is suggested
that these interim financial statements be read in connection with the audited
financial statements for the fiscal years ended September 30, 1995, 1994 and
1993 which are included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995.
The results of operations for the interim period ended June 30, 1996
are not necessarily indicative of the results of operations to be expected for
the full fiscal year.
NOTE 2. AUTHORIZED COMMON STOCK
On January 25, 1996, the Company amended its Certificate of
Incorporation to increase the number of authorized shares of common stock from
15,000,000 to 50,000,000.
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NOTE 3. ACQUISITIONS
On February 2, 1996, the Company issued approximately 230,000 shares of
its common stock in exchange for all of the outstanding common stock of
Stonehand Inc. (Stonehand). Stonehand, located in Cambridge, Massachusetts, is
a leader in core Web technologies including text formatting and
internationalization technologies such as SGML, HTML, DSSSL and Unicode.
On April 17, 1996, the Company issued approximately 87,000 shares of
its common stock in exchange for all of the outstanding common stock of OS
Tech. OS Tech, located in Cambridge, Massachusetts, develops and licenses WWW
conferencing and forum technology.
On April 24, 1996 the Company issued approximately 470,000 shares of
its common stock in exchange for all of the outstanding common stock of
SurfWatch. SurfWatch, a Los Altos, California vendor of Internet filtering and
parental control software, markets Internet software for blocking access to
inappropriate material and has licensed Internet filtering technology to the
on-line services industry.
These acquisitions have been accounted for as pooling of interests and,
accordingly, the Company's consolidated financial statements reflect the
accounts and operations of Stonehand, OS Tech and SurfWatch for all periods
prior to the acquisitions. Separate results of operations for the periods
prior to the acquisition of Stonehand, OS Tech and SurfWatch by the Company are
summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, 1996 June 30, 1996
<S> <C> <C>
Net Revenues:
Spyglass $ 5,474,000 $ 13,840,000
Stonehand - 540,000
OS Tech 20,000 31,000
SurfWatch 509,000 1,345,000
----------- ------------
Combined $ 6,003,000 $ 15,756,000
Net Income:
Spyglass $ 775,000 $ 2,351,000
Stonehand - 67,000
OS Tech 10,000 -
SurfWatch 77,000 38,000
----------- ------------
Combined $ 862,000 $ 2,456,000
</TABLE>
8
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SPYGLASS, INC.
FORM 10-Q
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Spyglass, Inc. ("Spyglass" or the "Company") develops, markets and
distributes embeddable World-Wide Web ("WWW" or the "Web") technologies to
software developers, on-line service providers and communications device
developers. These technologies enable organizations to offer products and
services for electronic publishing, commerce and collaboration on the Internet.
The Company's two principal products are the Client Software Development Kit
("Client SDK") and the Spyglass Web Server Software Development Kit ("Server
SDK"). These kits break out individual pieces of WWW functionality into
technology components that are used in combination to build new Web-based
applications, or individually to add specific Web capabilities to existing
products and services. The company was organized as an Illinois corporation in
February 1990 and reincorporated in Delaware in May 1995.
In February 1996, the Company acquired Stonehand Inc. (Stonehand), a
privately-held company based in Cambridge, Massachusetts, for approximately
230,000 shares of common stock in a transaction accounted for as pooling of
interests. As a result, all financial information prior to February 2, 1996
includes the accounts and results of operations of Stonehand for all periods
presented. Stonehand is a leader in core Web technologies including text
formatting and internationalization technologies such as SGML, HTML, DSSSL and
Unicode.
In April 1996, the Company acquired OS Technologies Corporation ("OS
Tech") and SurfWatch Software, Inc. ("SurfWatch") for approximately 87,000 and
470,000 shares of common stock, respectively, in transactions accounted for as
pooling of interests. As a result, all financial information prior to April
17, 1996 and April 24, 1996 includes the accounts and results of operations of
OS Tech and SurfWatch, respectively, for all periods presented. OS Tech,
located in Cambridge, Massachusetts, develops and licenses WWW conferencing and
forum technology. SurfWatch, a Los Altos, California vendor of Internet
filtering and parental control software, markets Internet software for blocking
access to inappropriate material and has licensed Internet filtering technology
to the on-line services industry.
These acquisitions significantly enhanced Spyglass core technologies as
well as increase product offerings. Additionally, Stonehand and SurfWatch
operations have formed the core of new Spyglass research and development
facilities in Cambridge, Massachusetts and Los Altos, California, respectively.
The Company pays royalties to the University of Illinois with respect to
licenses of the Client SDK. Under its agreement with the University of
Illinois, the Company's royalty rate decreased effective January 1, 1995 from
the rate previously in effect. In addition, the Company pays royalties to RSA
Data Security, Inc. with respect to licenses of the Company's technologies
containing certain RSA code. These royalties are reflected in cost of
revenues.
The Company's future results of operations may be affected by, among
other factors: the extent to which the market for Internet services and
products develops and grows; the Company's ability to market its Web
technologies to a broader range of customers; competition from other companies
that develop and market Web technologies, as well as from potential OEM and VAR
customers which choose to internally develop Web technologies; the Company's
ability to develop and introduce new products, such as the Software Development
Kits; the success of any products
9
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introduced by the Company in the future, and any adverse developments
affecting the computer or communications industries in general.
The Company's quarterly operating results have varied and they may
continue to vary significantly depending on factors such as the timing of
significant license agreements, the terms of the Company's licensing
arrangements with its customers and the timing of new product introductions and
upgrades by the Company and its competitors. The Company typically structures
its license agreements with customers to require commitments for a significant
minimum number of licenses, and license revenues are recognized as the
committed licenses are purchased. The license commitments typically provide
for these purchases to be made over several quarters. The Company typically
experiences the greatest proportion of net revenues in the first quarter of a
license arrangement. The Company's net revenue from a license arrangement
often declines after the first quarter of the arrangement as the number of
copies purchased by the customer declines. Additional revenues from a customer
will not be earned unless and until the initial committed levels are exceeded.
The Company's revenues in any quarter will therefore depend in significant part
on its ability to sell licenses to new customers in that quarter. The
Company's expense levels are based in part in expectations of future revenue
levels and any shortfall in expected revenue could therefore result in a
disproportionate decrease in the Company's net income.
NINE MONTHS ENDED JUNE 30, 1996 COMPARED WITH NINE MONTHS ENDED JUNE 30, 1995
Revenues for the nine months ended June 30, 1996 increased $7,874,000
or 100%, to $15,756,000 compared to $7,882,000 for the nine months ended June
30, 1995. This increase in revenues was due primarily to revenues from license
agreements with new customers for the Client SDK and, to a lesser extent, the
Server SDK and SurfWatch and Stonehand technologies. World-Wide Web technology
revenues, as a percentage of total net revenues, increased to 100% during the
nine months ended June 30, 1996 from 83.6% during the nine months ended June
30, 1995. The Company sold its data visualization product line in September
1995, and reported no revenues from this product line in the nine months ended
June 30, 1996 compared to revenue of $1,292,000 from this product line for the
nine months ended June 30, 1995.
Gross profit as a percentage of net revenues was 90.9% for the nine
months ended June 30, 1996 compared to 84.6% for the nine months ended June 30,
1995. This increase in gross profit percentage resulted primarily from lower
royalty costs reflecting a royalty rate reduction in the University of Illinois
license agreement in January 1995 in addition to a change in product mix. This
change in product mix resulted from the sale of the data visualization product
line in September 1995 (which had higher royalty costs as a percentage of
revenue than the Client SDK) and the introduction of the Spyglass Server, which
has now been incorporated into the Server SDK, in July 1995 (which has lower
royalty costs as a percentage of revenue than the Client SDK).
Sales and marketing expenses for the nine months ended June 30, 1996
increased $2,152,000, or 104%, to $4,223,000 from $2,071,000 for the nine
months ended June 30, 1995, and increased as a percentage of net revenues to
26.8% from 26.3%. The increased expenses reflected higher commission costs
(which increased to $530,000 from $286,000 between these periods) and staff
additions in sales, marketing, and product support (which increased the cost of
salary and related personnel expenses to $1,813,000 from $872,000 between
these periods) to support the sale and marketing of Spyglass product lines.
Additionally, marketing initiatives, which included a print campaign to
increase awareness of its business and products among the business and
technology communities, accounted for 12% of the increase in sales and
marketing expenses for the nine months ended June 30, 1996 as compared to the
nine months ended June 30, 1995.
10
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Research and development expenses for the nine months ended June 30, 1996
increased $2,840,000, or 169%, to $4,517,000 from $1,677,000 for the
nine months ended June 30, 1995 and increased as a percentage of net revenues
to 28.7% from 21.3%. The increase in research and development costs was due
primarily to costs of increased personnel associated with enhancements to
existing technologies as well as the development of the Software Development
Kits. The Company believes that it is necessary to make significant
investments in research and development and acquisitions of new technologies to
remain competitive in the Internet software business and expects that these
imperatives will continue to increase its research and development expenses in
absolute dollars in the future.
General and administrative expenses for the nine months ended June 30,
1996 increased $1,441,000, or 104%, to $2,830,000 from $1,389,000 for the nine
months ended June 30, 1995 and increased as a percentage of net revenues to
18.0% from 17.6%. The increase in general and administrative expenses was due
primarily to increases in personnel, which increased salary and related
personnel expenses to $1,026,000 from $490,000, as well as expenses related to
the acquisitions of Stonehand, OS Tech and SurfWatch, which accounted for 17%
of the increase in general and administrative expenses for the nine months
ended June 30, 1996 as compared to the nine months ended June 30 ,1995.
The provision for income taxes for the nine months ended June 30, 1996
increased $954,000 to $1,611,000 from $657,000 for the nine months ended June
30, 1995 as a result of the Company's higher income before income taxes. The
provision for income taxes as a percentage of income before income taxes
remained constant at approximately 40% for each period. The Company realized
$3,258,000 of income tax benefit from the exercise of stock options by
employees during the nine months ended June 30, 1996. These amounts have been
recorded as a net increase in the Company's deferred income tax asset of
$1,647,000 and an increase in additional paid-in capital of $3,258,000.
QUARTER ENDED JUNE 30, 1996 COMPARED WITH QUARTER ENDED JUNE 30, 1995
Revenues for the quarter ended June 30, 1996 increased $2,849,000 or
90%, to $6,003,000 compared to $3,154,000 for the quarter ended June 30, 1995.
This increase in revenues was due primarily to revenues from license agreements
with new customers for the Client SDK and, to a lesser extent, the Server SDK
and the SurfWatch and Stonehand technologies. World-Wide Web technology
revenues, as a percentage of total net revenues, increased to 100% during the
June 1996 quarter from 86.7% during the June 1995 quarter. The Company sold
its data visualization product line in September 1995, and reported no revenues
from this product line in the quarter ended June 30, 1996 compared to revenue
of $418,000 from this product line for the quarter ended June 30, 1995.
Gross profit as a percentage of net revenues was 91.4% for the quarter
ended June 30, 1996 compared to 88.4% for the quarter ended June 30, 1995. This
increase in gross profit percentage resulted primarily from a change in product
mix due to the sale of the data visualization product line in September 1995
(which had higher royalty costs as a percentage of revenue than the Client SDK)
and the introduction of the Spyglass Server, which has now been incorporated
into the Server SDK, in July 1995 (which has lower royalty costs as a
percentage of revenue than the Client SDK).
Sales and marketing expenses for the quarter ended June 30, 1996
increased $758,000, or 82%, to $1,687,000 from $929,000 for the quarter ended
June 30, 1995, but decreased as a percentage of net revenues to 28.1% from
29.5%. The increased expenses reflected higher commission costs (which
increased to $256,000 from $120,000 between these periods) and staff additions
in sales, marketing, and product support (which increased the cost of salary
and related personnel expenses to $707,000 from $367,000 between these periods)
to support the sale and
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marketing of Spyglass product lines. Additionally, marketing
initiatives, which included a print campaign to increase awareness of its
business and products among the business and technology communities, accounted
for 22% of the increase for the quarter ended June 30, 1996 as compared to the
quarter ended June 30, 1995.
Research and development expenses for the quarter ended June 30, 1996
increased $1,112,000, or 153%, to $1,838,000 from $726,000 for the quarter
ended June 30, 1995 and increased as a percentage of net revenues to 30.6% from
23.0%. The increase in research and development costs was due primarily to
costs of increased personnel associated with enhancements to existing
technologies as well as the development of the Software Development Kits.
General and administrative expenses for the quarter ended June 30, 1996
increased $377,000, or 66%, to $951,000 from $574,000 for the quarter ended
June 30, 1995 but decreased as a percentage of net revenues to 15.8% from
18.2%. The increase in general and administrative expenses was due primarily
to increases in personnel, which increased salary and related personnel
expenses to $351,000 from $195,000, as well as expenses related to the
acquisitions of Stonehand, OS Tech and SurfWatch, which accounted for 32% of
the increase in general and administrative expenses for the quarter ended June
30, 1996 as compared to the quarter ended June 30 ,1995.
The provision for income taxes for the quarter ended June 30, 1996
increased $330,000 to $574,000 from $244,000 for the quarter ended June 30,
1995 as a result of the Company's higher income before income taxes. The
provision for income taxes as a percentage of income before income taxes
remained constant at approximately 40% for each period. The Company realized
$368,000 of income tax benefit from the exercise of stock options by employees
during the three months ended June 30, 1996. These amounts have been recorded
as a net decrease in the Company's deferred income tax asset of $206,000 and an
increase in additional paid-in capital of $368,000.
LIQUIDITY AND CAPITAL RESOURCES
On June 27, 1995, the Company completed an initial public offering of
it common stock which provided the Company with net proceeds of approximately
$32,145,000. As of June 30, 1996, the Company had no debt and had cash and
cash equivalents of $33,462,000 and working capital of $39,444,000. The
Company's operating activities provided cash of $270,000 and $1,800,000 for the
nine months ended June 30, 1996 and June 30, 1995, respectively.
The Company's capital expenditures totaled $2,035,000 and $770,000 for
the nine months ended June 30, 1996 and 1995, respectively. This increase
consists primarily of computer equipment, furniture and leasehold improvements
relating to the continued growth of the Company.
The Company had no material commitments for capital expenditures at
June 30, 1996.
The Company believes that its current cash and cash equivalents,
together with funds expected to be generated from operations, will be
sufficient to finance the Company's operations through at least the
twelve-month period ending June 30, 1997.
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SPYGLASS, INC.
FORM 10-Q
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K
The exhibits are listed in the accompanying Index to Exhibits immediately
following the signature page.
(b) Reports on Form 8-K
None
13
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Spyglass, Inc.
----------------------------------
Registrant
Date: August 13, 1996 /s/ Gary Vilchick
----------------------------------
Gary Vilchick
Executive Vice President, Finance,
Administration and Operations and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2**** Agreement and Plan of Merger dated as of January 23,
1996 by and among the Registrant, Spyglass Acquisition
Corp. and Stonehand Inc.
3.1****** Amended and Restated Certificate of Incorporation, as
amended
3.2* By-laws
4.1* Specimen certificate for shares of Common Stock
10.1* 1991 Stock Option Plan
10.2*** 1995 Stock Incentive Plan, as amended
10.3* 1995 Director Stock Option Plan
10.4** First amendment to Lease between 1230 Diehl Associated
Limited Partnership and the Registrant dated February 1,
1995. (The lease was previously filed and is incorporated
herein by reference from the Company's Registration
Statement on Form S-1 (File No. 33-92174))
10.5* Lease between Regency Farber Limited Partnership and the
Registrant dated February 21, 1995
10.6* Employment and Confidentiality Agreement between the
Registrant and Douglas P. Colbeth dated April 1, 1991
10.7* Employment and Confidentiality Agreement between the
Registrant and Michael F. Tyrrell dated April 29, 1991
10.8** Standard form of Employment and Confidentiality Agreement
10.9** Amendment No. 4 to NCSA Mosaic Software License
Agreement between the Registrant and the Board of Trustees
for the University of Illinois dated June 28, 1995. The
NCSA Mosaic Software License Agreement was previously
filed and is incorporated herein by reference from the
Company's Registration Statement on Form S-1 (File No.
33-92174)*****
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Exhibit No. Description
- ----------- -----------
10.12*** Amendment No. 1 to the OEM/Source License Agreement
between the Registrant and Microsoft Corporation
dated September 26, 1995. The OEM/Source License
Agreement dated December 12, 1994 was previously
filed and is incorporated herein by reference from
the Company's Registration Statement on Form S-1
(File No. 33-92174)*****
10.13*** Technology Cooperation Agreement, Including Amendment
of OEM/Source License Agreement between the
Registrant and Microsoft Corporation dated
December 6, 1995 *****
10.14** RSA Data Security, Inc.-BSAFE/TIPEM OEM Master
License Agreement dated August 8, 1995 *****
10.15******* Sub-Lease Agreement between Rust Environment &
Infrastructure, Inc. and the Registrant dated
February 6, 1996
10.16******* Standard Form of Invention and Non-Disclosure
Agreement
10.17******* Standard Form of Non-Disclosure Agreement
27 Financial Data Schedule
* Incorporated herein by reference from the Company's
Registration Statement on Form S-1 (File No. 33-92174)
** Incorporated herein by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended September
30, 1995, as amended by an Annual Report on Form 10-K/A filed
on May 17, 1996.
*** Incorporated herein by reference from the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1995, as amended by a
Quarterly Report on Form 10-Q/A filed on May 17, 1996.
**** Incorporated herein by reference from the Company's Current Report on
Form 8-K filed February 16, 1996, as amended by a Current Report on
Form 8-K/A filed on April 17, 1996.
***** Confidential treatment previously granted by the Securities and
Exchange Commission as to certain portions
****** Incorporated herein by reference form the Company's Registration
Statement on Form S-8 (File No. 333-04357) filed May 23, 1996.
******* Incorporated herein by reference from the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996.
16
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