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To: AlienTech who wrote (25631)	11/24/1999 9:09:00 AM
From: Susan Saline	Respond to of 43080

barbara made me do it ... can't resist that "woman's" intuition DDDC .... ipo DELTATHREE.COM INC (DDDC) S-1 Filing (SEC form S1) We are a leading provider of Internet Protocol (IP) telephony services and other enhanced, Web-based communications services to individuals and businesses worldwide. We use our privately-managed, global IP network to enable our users to make low-cost, high quality phone calls from either a personal computer or a standard telephone. Through our interactive communications portal, www.deltathree.com, our users can also retrieve and forward voice mail, e-mail and faxes and send e-mail using one unified mailbox from anywhere in the world at any time. We were founded in June 1996 to capitalize on the growth of the Internet as a communications tool, and we believe we were the first company to commercially provide phone-to-phone, IP telephony services over a privately-managed network. We are using our expertise in IP telephony to provide our users with a package of enhanced IP communications services that includes the following: o PC-to-phone: a low-cost service allowing a user to initiate a call through a personal computer and speak to a party who uses a standard telephone o D3 Box: a unified messaging service permitting convenient single-source retrieval of voice mail, e-mail and faxes through the Web or by phone o Click IT: a Web-based, e-commerce service allowing a party to simultaneously view a Web site and click through to talk directly with the individual or business hosting the Web site o Phone-to-phone: a low-cost voice and fax service allowing a user to place a call or send a fax from a standard telephone or fax machine that is carried primarily over our privately-managed, global IP network, with quality that is virtually indistinguishable from traditional calls over the public switched telephone network o Global roaming: a low-cost service enabling businesses and individuals to use a single account number to place phone-to-phone calls over our IP network from locations throughout the world using country-specific, toll-free access numbers, thereby bypassing local access charges We intend to introduce additional enhanced IP communications services that meet the communications needs of individuals and businesses. These services are expected to include D3 Fax, a Web-based, PC-to-fax service allowing users to conveniently send faxes directly from their computer to a standard fax machine anywhere in the world, and white boarding, a service allowing multiple users to simultaneously edit a document while speaking with each other over their computers. We believe that we currently operate the largest privately-managed, IP telephony network with 43 points of presence in 27 countries. In order to maximize the use of available capacity on our network, in addition to the services we provide our users, we have been transmitting and terminating voice and fax traffic over our network for RSL Communications, Ltd., our parent company, and other telecommunications carriers. As a result, historically, most of our revenues have been generated from services provided to RSL COM and other carriers. We market our services through relationships we have developed with leading Internet companies and Web portals, such as CBS.com, Sony.com and Xoom.com, to create "communications centers" on their Web sites. In addition, we have developed a unique on-line agent program, in which our agents market our services through their own Web sites. To date, we have established relationships with more than 790 on-line agents. We also have entered into distribution and marketing arrangements with communications equipment and software companies such as Ericsson. OUR STRATEGY Our goal is to be a leading provider of enhanced IP communications services and to make our interactive communications portal the leading one-stop solution for communications needs. To achieve our goal, we intend to: o build strong recognition of the deltathree.com brand through aggressive marketing efforts o expand and enhance our service offerings o ensure a high-quality user experience o establish additional sources of revenue o pursue strategic acquisitions and alliances OUR HISTORY AND PARENT COMPANY We were incorporated in November 1996 as a Delaware corporation. In July 1997, RSL COM, a global facilities-based telecommunications company, acquired a controlling 51% interest in us. By April 1998, RSL COM had acquired the remaining 49% interest in us from existing shareholders, and we became a wholly- owned subsidiary of RSL COM. After this offering, RSL COM's shares of our Class B common stock will represent approximately % of the combined voting power of all classes of our capital stock and approximately % of the economic interest in our company. For more information about our relationship with RSL COM and certain services they provide to us, see the section of this prospectus entitled "Related Party Transactions--RSL COM."