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Technology Stocks : Accelerated Networks, Inc. (ACCL) -- Ignore unavailable to you. Want to Upgrade?


To: Old Stock Collector who wrote (1)6/21/2000 5:08:00 PM
From: mact  Respond to of 74
 
uumm...so we can make more money on it<ggg>.



To: Old Stock Collector who wrote (1)6/21/2000 5:43:00 PM
From: Old Stock Collector  Respond to of 74
 
Accelerated Networks Inc filed S-1/A 6/21/2000

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2000

REGISTRATION NO. 333-31732

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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AMENDMENT NO. 4

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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ACCELERATED NETWORKS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 3576 77-0442752
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)



301 SCIENCE DRIVE

MOORPARK, CALIFORNIA 93021

(805) 553-9680

(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

SURESH NIHALANI

PRESIDENT AND CHIEF EXECUTIVE OFFICER

ACCELERATED NETWORKS, INC.

301 SCIENCE DRIVE

MOORPARK, CALIFORNIA 93021

(805) 553-9680

(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

BRUCE R. HALLETT, ESQ. WILLIAM HINMAN, JR., ESQ.
JOSEPH H. CHI, ESQ. SHEARMAN & STERLING
AMY J. HANSEN, ESQ. 555 CALIFORNIA STREET
LISA S. GOON, ESQ. SUITE 2000
BROBECK, PHLEGER & HARRISON LLP SAN FRANCISCO, CALIFORNIA 91404
38 TECHNOLOGY DRIVE (415) 616-1000
IRVINE, CALIFORNIA 92618
(949) 790-6300



APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ________

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 21, 2000

4,000,000 Shares

[ACCELERATED NETWORKS, INC. LOGO]

Common Stock

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Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $9.00 and $11.00 per share. Our common stock has been approved for listing on The Nasdaq Stock Market's National Market under the symbol "ACCL."

The underwriters have an option to purchase a maximum of 600,000 additional shares to cover over-allotments of shares.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 4.

UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS ACCELERATED
---------- ------------- -----------
Per Share............................................ $ $ $
Total................................................ $ $ $



Delivery of the shares of common stock will be made on or about , 2000.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

CREDIT SUISSE FIRST BOSTON

UBS WARBURG LLC U.S. BANCORP PIPER JAFFRAY

The date of this prospectus is , 2000.

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[INSIDE FRONT COVER OF THE PROSPECTUS]

The heading for the inside front cover page reads "Accelerated Networks' Product Family." The page includes photographs, with corresponding product title and explanatory text, of seven of Accelerated's products:

[ ] AN-3200 MSAP Voice Gateway - Located at the service provider's regional point of presence, the Accelerator AN-3200 is a voice gateway that receives streams of voice packets from central offices and converts the packetized voice traffic into the format expected by public switched telephone network voice switches. The AN-3200 then delivers the converted voice traffic to the appropriate voice switch.

[ ] AN-3200 MSAP Concentrator - Located in the service provider's central office, the Accelerator AN-3200 DSL or T1 Access Concentrator aggregates a large number of broadband access lines into high-speed uplinks and performs local switching functionality. Our MSAP concentrators allow service providers to employ a variety of broadband access technologies, including DSL, T1, and NxT1 lines.

[ ] AN-20 IAD - Located at the customer premises, the Accelerator AN-20 carrier-class IAD provides data-only broadband access over DSL or T1 facilities and is intended for small business and residential customers.

[ ] AN-24/28 IAD - Located at the customer premises, the Accelerator AN-24 carrier-class IAD supports broadband data access as well as up to 4 analog voice ports and is targeted at small offices, home offices and telecommuters. Our Accelerator AN-28 carrier-class IAD supports up to 8 analog voice ports and is designed for small businesses and branch offices.

[ ] AN-30 IAD - Located at the customer premises, the Accelerator AN-30 carrier-class IAD supports broadband data access and up to 12 analog or 24 digital voice ports and is focused on small to medium-sized business locations.

[ ] AN-3204 IAD - Located at the customer premises, the Accelerator AN-3204 IAD may be used as a large business carrier-class IAD, facilitating DS3 and OC-3c wide area network uplinks in addition to DSL, T1 and NxT1.

[ ] Access Pilot(TM) - Access Pilot is a CORBA-compliant element management system that simplifies the service provisioning and management of our products. AccessPilot is designed to be easily integrated into existing and emerging service provider operations support systems infrastructures and includes a user-friendly graphical user interface which enables service providers to physically view and configure services from remote management workstations.

THE TWO-PAGE INSIDE GATEFOLD INCLUDES:

The title centered across the gatefold contains the text, "The Complete Multiservice Broadband Access Solution." The graphic depicts a diagram of Accelerated's complete multiservice broadband access solution which illustrates how Accelerated's multiservice broadband access products, including its MSAP Voice Gateways, MSAP Concentrators and carrier-class IADs, provide a complete multiservice broadband access solution from a service provider POP to an ILEC central office to different types of customer premises (small/home offices, medium offices or large offices). On the bottom right hand corner of the gatefold is the Accelerated Networks logo.

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TABLE OF CONTENTS

PAGE
----
PROSPECTUS SUMMARY.................... 1
RISK FACTORS.......................... 4
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS.................. 21
CONCURRENT PRIVATE PLACEMENT.......... 22
USE OF PROCEEDS....................... 22
DIVIDEND POLICY....................... 22
CAPITALIZATION........................ 23
DILUTION.............................. 24
SELECTED CONSOLIDATED FINANCIAL
DATA................................ 25
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS....................... 27



PAGE
----
BUSINESS.............................. 37
MANAGEMENT............................ 54
CERTAIN TRANSACTIONS.................. 65
PRINCIPAL STOCKHOLDERS................ 67
DESCRIPTION OF CAPITAL STOCK.......... 70
SHARES ELIGIBLE FOR FUTURE SALE....... 73
UNDERWRITING.......................... 75
NOTICE TO CANADIAN RESIDENTS.......... 77
LEGAL MATTERS......................... 78
EXPERTS............................... 78
ADDITIONAL INFORMATION................ 78
INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS.......................... F-1



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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL , 2000 (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING), ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the section entitled "Risk Factors," our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

ACCELERATED NETWORKS, INC. ------------------

We develop and market telecommunications products that enable the bundling of voice and data services over a single broadband access network. Our multiservice broadband access products are designed to allow our customers to efficiently and cost-effectively deliver and manage multiple voice and data services using various broadband access technologies, including digital subscriber line, or DSL, copper-line technologies such as T1 and NxT1, and higher bandwidth technologies such as DS3. Our target customers are providers of voice and/or data services, including competitive local exchange carriers, or CLECs, interexchange carriers, or IXCs, regional bell operating companies, or RBOCs, incumbent local exchange carriers, or ILECs, and foreign telephone companies, all of which we refer to as service providers.

Our products enable service providers to offer their customers a broad range of bundled voice and data services such as high speed Internet access, local dial tone, long distance voice, frame relay, voice and data virtual private networks, or VPNs, and other widely-used telecommunications services. Our products also enable service providers to leverage emerging technologies, such as voice or frame relay over DSL, over a single broadband access network.

The telecommunications industry has become increasingly competitive over the last few years as a result of continued deregulation. Service providers that offer only voice or data services are facing intensifying competition from those service providers that offer both services. However, most service providers that offer both voice and data services often have to use parallel access networks to deliver these services, one for handling voice traffic and the other for handling data traffic. The high underlying cost of maintaining these parallel access networks has made it increasingly difficult for these service providers to compete as well. In order to capture a growing share of this highly competitive market, we believe service providers must be able to deliver multiple voice and data services efficiently and cost-effectively to their customers. Our products enable bundling of multiple voice and data services over a single broadband access network, which we believe will enable service providers to compete more effectively.

We offer a comprehensive family of multiservice broadband access products, including our multi-service access platform, or MSAP, voice gateways, located at a point-of-presence, or POP, our MSAP concentrators, located at a central office, and our family of carrier-class integrated access devices, or IADs, located at a customer premises. In addition, we offer a software-based element management system designed to simplify the service provisioning and management of our products. Our products are designed in accordance with relevant industry standards to facilitate interoperability with different equipment deployed in service provider networks. We believe this allows for efficient and seamless installation and provides our customers with greater flexibility in designing and deploying their networks.

Our objective is to become the leading provider of multiservice broadband access solutions. Our strategy to achieve this includes the following key elements:

- enhance our technology leadership;

- expand our domestic customer base;

- capitalize on international opportunities;

- broaden our distribution channels;

- continue to pursue and leverage strategic relationships; and

- facilitate deployment of multiservice broadband access networks.

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We began generating revenue in April 1999. Service providers that have ordered in excess of $100,000 of our products in the last twelve months include Coast-to-Coast Telecommunications, Inc. (through Siemens ICN), Cooperative Communications, CTC Communications Group, Inc., FirstWorld Communications, Inc., MCIWorldCom, Onvoy, Primary Network Communications and UniDial Communications, Inc.

We were incorporated in California in October 1996 and reincorporated in Delaware in June 2000. Our principal executive offices are located at 301 Science Drive, Moorpark, California 93021 and our telephone number is (805) 553-9680. Our Web site is located at acceleratednetworks.com. Information contained on our Web site does not constitute part of this prospectus.

Accelerated Networks(TM), Accelerated Networks & Design(TM), AccessPilot(TM), AcceleratedStart(TM), and AcceleratedTAC(TM) are our trademarks and may be subject to pending trademark applications. All other trademarks or service marks appearing in this prospectus are trademarks or service marks of the respective companies that use them.

THE OFFERING

Common stock offered................ 4,000,000 shares

Common stock outstanding after this offering(1)......................... 49,837,094 shares

Use of proceeds..................... We intend to use the net proceeds from this offering for working capital and other general corporate purposes.

Proposed Nasdaq National Market symbol.............................. ACCL

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(1) The number of outstanding shares of our common stock is based on shares outstanding as of March 31, 2000, approximately 300,000 shares to be sold in a concurrent private placement, and the other assumptions and exclusions set forth below and under "Capitalization" on page 23.

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You should be aware that our fiscal year ends on December 31; thus, a reference to "fiscal 1999," for example, is to the fiscal year ended December 31, 1999. In addition, except as otherwise indicated, information in this prospectus is based on the following assumptions:

- that each outstanding share of our redeemable convertible preferred stock will convert into one share of common stock immediately prior to the closing of this offering;

- that the underwriters' over-allotment option will not be exercised;

- that we will file our amended and restated certificate of incorporation upon the closing of this offering; and

- that we will sell approximately 300,000 shares of common stock in a concurrent private placement to U S WEST Internet Ventures, Inc. at an assumed price of $10.00 per share.

For a more detailed description of technical terms used in this prospectus, please see "Business" beginning on page 37.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA)

The following table sets forth summary consolidated financial information for Accelerated Networks, Inc. This information should be read in conjunction with the consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this prospectus.

THREE MONTHS
FISCAL YEAR ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------------- ------------------
1997 1998 1999 1999 2000
-------- --------- --------- ------- --------
STATEMENT OF OPERATIONS DATA:
Net revenue................................... $ -- $ -- $ 8,466 $ -- $ 7,152
Cost of revenue............................... -- -- 6,312 -- 5,087
------- -------- -------- ------- --------
Gross profit.................................. -- -- 2,154 -- 2,065
Loss from operations.......................... (1,611) (10,163) (22,257) (4,046) (9,227)
Net loss...................................... (1,488) (9,711) (21,227) (3,845) (8,843)
Net loss applicable to common stockholders.... $(1,488) $ (9,711) $(21,227) $(3,845) $(18,725)
Net loss per share applicable to common
stockholders(1)
Basic and diluted........................... $ (0.42) $ (2.00) $ (3.29) $ (0.68) $ (2.44)
Weighted average shares..................... 3,550 4,853 6,447 5,694 7,664
Pro forma net loss per share applicable to
common stockholders(1)
Basic and diluted........................... $ (0.58) $ (0.22)
Weighted average shares..................... 36,789 40,797



AS OF MARCH 31, 2000
----------------------------------------
PRO FORMA
ACTUAL PRO FORMA(2) AS ADJUSTED(3)
-------- ------------ --------------
BALANCE SHEET DATA:
Cash and cash equivalents................................. $ 47,798 $47,798 $ 86,420
Working capital........................................... 49,586 49,586 88,208
Total assets.............................................. 63,558 63,558 102,180
Capital lease obligations and credit facilities, less
current portion......................................... 1,770 1,770 1,770
Redeemable convertible preferred stock.................... 88,282 -- --
Total stockholders' equity (deficit)...................... (34,393) 53,889 92,511



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(1) See notes 2 and 12 to the consolidated financial statements for determination of shares used in computing basic and diluted net loss per share and unaudited pro forma net loss per share.

(2) Pro forma to give effect to the conversion of all issued and outstanding shares of Series A, B, C and D preferred stock into common stock.

(3) As adjusted to reflect (a) the sale of 4,000,000 shares of common stock offered hereby at the assumed initial public offering price of $10.00 per share after deducting the underwriting discount and estimated offering expenses payable by us and (b) the sale of approximately 300,000 shares of common stock in the concurrent private placement to U S WEST Internet Ventures at the assumed price of $10.00 per share after deducting the estimated offering expenses payable by us. See "Use of Proceeds" on page 22 for more information on our intended use of the proceeds from this offering and "Capitalization" on page 23 for more information on our capital structure.

Except as otherwise noted, all information in this prospectus:

- reflects the automatic conversion of our outstanding Series A, Series B, Series C and Series D preferred stock into common stock immediately prior to the closing of this offering;

- reflects our reincorporation into Delaware in June 2000; and

- assumes that the underwriters do not exercise the over-allotment option granted to them.

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RISK FACTORS

An investment in our common stock is very risky. You should carefully consider the risks described below, together with all of the other information in this prospectus, before making a decision to invest in our common stock.

RISKS THAT MAY CAUSE FINANCIAL FLUCTUATIONS

WE HAVE A LIMITED OPERATING HISTORY, WHICH WILL MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO PREDICT OUR FUTURE RESULTS OF OPERATIONS.

We have a very limited operating history upon which to base your investment decision. We were incorporated in October 1996 and did not begin shipping our products in significant volume until June 1999. Due to our limited operating history, it is difficult or impossible to predict our future results of operations. Investors in our common stock must consider our business, industry and prospects in light of the risks and difficulties typically encountered by companies in their early stages of development, particularly those in rapidly evolving and intensely competitive markets such as the market for broadband access equipment. In particular, you should carefully consider the specific risks which are discussed in more detail in this section and the disclosure elsewhere in this prospectus.

WE HAVE A HISTORY OF LOSSES AND MAY NOT BE ABLE TO GENERATE SUFFICIENT NET REVENUE IN THE FUTURE TO ACHIEVE OR SUSTAIN PROFITABILITY.

We have incurred significant losses since inception and expect that our net losses and negative cash flow will continue for the foreseeable future as we grow our business. As of March 31, 2000, we had an accumulated deficit of approximately $51.2 million. Although our net revenue has grown from zero for the quarter ended March 31, 1999 to approximately $7.2 million for the quarter ended March 31, 2000 and approximately $8.5 million for the year ended December 31, 1999, our net revenue may not continue to grow in the future, and we cannot assure you that we will ever generate sufficient net revenue to achieve or sustain profitability.

We have large fixed expenses and we expect to continue to incur significant and increasing expenses for research and development, sales and marketing, customer support, developing distribution channels and general and administrative expenses. In particular, given our early stage of development, our increasing operating expenses, and the rate at which competition in our industry is intensifying, we may not be able to adequately control our costs and expenses or achieve or maintain adequate operating margins. As a result, our ability to achieve and sustain profitability will depend on our ability to generate and sustain substantially higher revenue while maintaining reasonable cost and expense levels. We may not be able to achieve or sustain profitability in the future.

WE DERIVE ALMOST ALL OF OUR REVENUE FROM A SMALL NUMBER OF CUSTOMERS AND OUR REVENUE COULD DECLINE SIGNIFICANTLY IF WE LOSE A CUSTOMER OR IF A CUSTOMER CANCELS OR DELAYS AN ORDER.

Since we depend on a small number of customers, our revenue could be materially and adversely impacted if we lose a customer, or if a customer cancels or delays an order. Sales to CTC Communications Group, Inc., FirstWorld Communications and Siemens ICN, accounted for approximately 54%, 20% and 16% of our total revenue, respectively, for the year ended December 31, 1999 and sales to Siemens ICN, CTC Communications Group, UniDial Communications, Inc. and Primary Networks accounted for approximately 39%, 29%, 19% and 10% of our total revenue, respectively, for the quarter ended March 31, 2000. Accordingly, if we do not diversify and expand our customer base, our future success would significantly depend upon the timing and size of future purchase orders, if any, from our largest existing customers. In addition, if any of our customers is acquired, we may lose its business. The loss of any one of our customers, or the delay of a significant order from any of our customers, even if only temporary, could, among other things, reduce or delay our recognition of revenue, harm our

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reputation in the industry, and reduce our ability to accurately predict cash-flow. Any of these events could materially and adversely affect our business, financial condition and results of operations.

IF WE FAIL TO CAPITALIZE ON OPPORTUNITIES TO WIN CONTRACTS FROM OUR KEY CUSTOMERS, WE MAY NOT BE ABLE TO SELL PRODUCTS TO THOSE CUSTOMERS FOR AN EXTENDED PERIOD OF TIME.

We believe that our key customers deploy their networks in large increments and on a sporadic basis. As a result, if we fail to win a purchase contract from a key customer, we may not have an opportunity to sell products to that customer until its next purchase cycle, which may not be for an extended period of time. In addition, if we fail to win contracts from key customers that are at an early stage in their design cycle, our ability to sell products to these customers in the future may be adversely affected because they may prefer to continue purchasing products from their existing vendor. Since we rely on a small number of customers for the majority of our sales, our failure to capitalize on limited opportunities to win contracts with these customers would have a material adverse effect on our business, results of operations and financial condition.

IF OUR REVENUE AND OPERATING RESULTS FALL BELOW ANALYSTS' AND INVESTORS' EXPECTATIONS, OUR STOCK PRICE COULD SIGNIFICANTLY DECLINE.

Our quarterly operating results have fluctuated in the past and are likely to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. If our quarterly or annual operating results do not meet the expectations of investors and securities analysts, the trading price of our common stock could significantly decline. Some of the factors that could affect our quarterly or annual operating results include:

- the amount and timing of orders for our products;

- the cancellation or rescheduling of significant orders for our products;

- our ability to develop, manufacture, introduce, ship and support new products and product enhancements;

- our ability to manage product transitions and adapt to technological advancements;

- our ability to develop, manufacture, ship and support all of our product lines, for example, IADs, MSAP as a concentrator and MSAP as a voice gateway.

- announcements, new product introductions and reductions in the price of products offered by our competitors;

- our mix of products sold and the mix of distribution channels through which our products are sold;

- the amount and timing of our research and development expenses;

- our ability to control costs;

- our ability to obtain sufficient supplies of sole or limited source components for our products;

- changes in the prices of our components;

- our ability to attain and maintain production volumes and quality levels for our products;

- the length and variability of the sales cycle for our products;

- our ability to realize forecasted sales for a particular period;

- the timing of recognizing revenue and deferral of revenue;

- our ability to receive and fulfill orders evenly, across any given quarter;

- potential seasonality of our sales;

- costs relating to possible acquisitions and integration of technologies or businesses; and

- telecommunications market conditions and economic conditions.

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As a result of any of these factors, it is likely that in the future, our quarterly or annual operating results will fall below the expectations of public market analysts and investors. In this event, the price of our common stock could significantly decline.

OUR CUSTOMERS MAY SPORADICALLY PLACE LARGE ORDERS WITH SHORT LEAD TIMES, WHICH MAY CAUSE OUR REVENUE AND OPERATING RESULTS TO VARY SIGNIFICANTLY FROM QUARTER TO QUARTER.

We believe that our customers often deploy their networks in large increments and on a sporadic basis. Accordingly, we expect to receive purchase orders for significant dollar amounts on an irregular basis. These orders may have short lead times. As a result, we may not have sufficient inventory to fulfill these orders and we may incur significant costs in attempting to expedite and fulfill these orders. Further, our revenue and operating results may vary significantly and unexpectedly from quarter to quarter.

THE LONG SALES AND I



To: Old Stock Collector who wrote (1)6/22/2000 8:41:00 PM
From: Skipper  Read Replies (1) | Respond to of 74
 
OSC,

A quick glance at the S-1 shows the company not yet profitable. For a service provider that might be ok, but for a manufacturer?

The last IPO I participated in, 1994, the company had 6 profitable quarters before going public.

Do you see it as a trading, or long-term, opportunity?

Skipper