Marcus,
Form S-1 From EDGAR,
edgar-online.com
Some salient points: (pardon the length)
"Control by TCI; Veto Power of Other Principal Stockholders. The purchasers of Series A Common Stock in this offering will have little influence over management decisions concerning the Company."
"Dependence on Cable Partners for Distribution; Potential Conflicts of
Interest with Principal Cable Stockholders. The Cable Partners are expected to provide through certain of their cable systems the principal distribution network for the Company's services to the Company's subscribers ...
Given the contractual and business relationships between the Cable Partners and the Company, the interests of the Cable Partners may not always coincide with the interests of the Company, and conflicts of interest concerning the split of revenues and other matters exist between the Company and the Principal Cable Stockholders, who control the Company. There can be no assurance that transactions between the Company and the Cable Partners will be on arm's-length terms, particularly for transactions with the Principal Cable Stockholders, or that the Company could not have obtained more favorable terms in negotiations with unaffiliated third parties. The Board, which is
controlled by TCI, has the power to approve transactions in which the
Principal Cable Stockholders have an interest, including a change in revenue splits in favor of the Principal Cable Stockholders. "
"Partner arrangements, the Company receives 35% of monthly fees and fees for premium services, and the Cable Partner retains the entire installation payment. In Canada and other international markets, subscriber pricing and revenue or royalty splits with cable system operators may be different from those that prevail in the United States "
"Dependence on Cable Partners to Develop, Upgrade and Maintain Two-Way Cable Infrastructure. Transmission of the @Home service over cable is dependent on the availability of high-speed two-way HFC cable infrastructure. However, only a small portion of existing cable plant in the United States has been upgraded to HFC cable and even less is capable of high-speed two-way transmission. The Cable Partners and other cable system operators have announced and begun to implement major infrastructure investments in order to deploy two-way HFC
cable. However, cable system operators have limited experience with these upgrades, and these investments have placed a significant strain on the financial, managerial, operating and other resources of the Cable Partners and other cable system operators, most of which are already highly leveraged, and thus have been, and the Company expects will continue to be, subject to change, delay or cancellation. "
"For areas where two-way HFC cable is not yet available, the Company has developed a telephone return version of the @Home service, which uses one-way HFC cable for high-speed downstream transmission and an analog telephone line for upstream transmission, and an MDU @Home service offering delivered via a digital telecom-based connection
for high-density apartment and condominium complexes."
"The Company believes that approximately two million of these homes are currently passed by upgraded two-way HFC cable, and the Cable Partners have announced plans to complete the upgrade of a majority of the systems that pass these homes within five years."
OFFICERS
Thomas A. Jermoluk(1)... 40 Chairman of the Board, President and Chief Executive Officer
David P. Bagshaw........ 44 Senior Vice President, @Media Group
Dean A. Gilbert......... 40 Senior Vice President and General Manager, @Home Group
Kenneth A. Goldman...... 47 Senior Vice President and Chief Financial Officer
Donald P. Hutchison..... 40 Senior Vice President and General Manager, @Work Group
John L. O'Farrell....... 38 Senior Vice President, International
Milo S. Medin........... 34 Vice President, Networks
David G. Pine........... 38 Vice President, General Counsel and Secretary
William R. Hearst 47 Vice Chairman
III(1)(2)..............
James L. Barksdale(1)... 54 Director
Brendan R. Clouston(4).. 44 Director
L. John Doerr(1)(3)..... 45 Director
John C. Malone.......... 56 Director
Bruce W. 47 Director
Ravenel(2)(3)(4).......
Brian L. Roberts........ 37 Director
Edward S. Rogers........ 63 Director
Larry E. Romrell(4)..... 57 Director
David M. Woodrow(2)..... 51 Director
"THOMAS A. JERMOLUK has served as Chairman, President and Chief Executive Officer of the Company since he joined the Company in July 1996. From 1994 to July 1996, he was President, and from 1992 to July 1996 he was Chief Operating Officer, of Silicon Graphics, Inc. ("SGI"), a visual computing company. From 1991 to 1994, Mr. Jermoluk was Executive Vice President of SGI, and, from 1988 to 1991, he was Vice President and General Manager of SGI's Advanced System Division. From October 1993 to August 1996, he was a member of the board of
directors of SGI. Prior to joining SGI in 1986, Mr. Jermoluk managed a variety of hardware and software development projects at Hewlett-Packard Company and Bell Laboratories. He currently serves on the boards of directors of Pure Atria Corporation and Forte Software, Inc. Mr. Jermoluk holds B.S. and M.S. degrees in Computer Science from Virginia Tech"
"Agreement with Netscape. Pursuant to an OEM Software License agreement, Netscape has granted the Company a nonexclusive, worldwide license to use certain Netscape Internet client, Internet server and Internet applications software internally, distribute the Netscape Internet client software to subscribers of the Company's services, and distribute the Netscape Internet server and Internet applications software to the Company's cable affiliates until December 31, 1998. " |
