PROSPECTUS SUMMARY
The following summary should be read in conjunction with, and qualified in
its entirety by, the more detailed information and the Financial Statements and
Notes thereto appearing elsewhere in this Prospectus. Except as otherwise
noted, all information contained in this Prospectus, including share and per
share information, (i) assumes no exercise of the Underwriters' over-allotment
option, (ii) reflects the conversion upon the consummation of this offering of
all outstanding shares of the Company's Series B Redeemable Convertible
Preferred Stock ("Series B Preferred Stock") and Series C Convertible Preferred
Stock ("Series C Preferred Stock") into 1,775,194 shares of Common Stock, and
(iii) reflects a two-for-three reverse stock split of the Company's Common
Stock effected in May 1996.
THE COMPANY
OneWave, Inc., formerly Business@Web, Inc. ("OneWave" or the "Company"), is a
provider of "Web-enabled" software for the development and deployment of
mission-critical business applications across an organization's disparate
information technology ("IT") systems and the extension of those applications
to Intranets and the Internet. The Company's OpenScape products enable
organizations to extend their current IT capabilities to conduct new, dynamic
and interactive communication and transactions with key audiences in their
"extended enterprise", including customers, suppliers, distributors and
business partners. OpenScape products provide the high-volume and real-time
performance capabilities required by businesses through the utilization of
standard Internet protocols, component-based, object-oriented technology, a
scaleable, multi-tier architecture and an intuitive point-and-click development
environment. The Company believes that its products will enable organizations
to achieve significant competitive advantages by increasing responsiveness to
changing business conditions, and exploiting the low cost, flexibility and
ease-of-use of Internet technologies.
In response to increased competitive pressures, businesses have engaged in
the reengineering of critical business processes in an attempt to realize
productivity and efficiency gains. A critical enabler of these reengineering
efforts has been the strategic use of information technology, such as legacy
and client/server systems. To date, the development and deployment of effective
enterprise-wide business applications have been limited by the proliferation of
multiple IT systems. The recent emergence of the World Wide Web and Internet
technologies offers businesses the opportunity to significantly improve
collaboration and communication both within the enterprise and with the
extended enterprise. Accordingly, organizations are increasingly seeking a
cost-effective IT solution which maximizes the value of their existing IT
infrastructure, while simultaneously capturing the strategic business benefits
of the Internet. Organizations are able to address this need through the use of
the Company's OpenScape development environment and its Distributed WebEngine,
WebEngine Client and OpenExtension products.
The Company's objective is to be a leading provider of software which
supports the development and deployment of Web-enabled business applications.
The Company intends to integrate emerging technologies in future OpenScape
product releases and to continually introduce additional OpenExtensions,
specific preconfigured add-on products which enable communications with
proprietary environments. The Company also intends to develop multiple
distribution channels, focusing primarily on the Company's direct sales force,
and its strategic relationships with leading technology companies including
BBN, Baan, Deloitte & Touche/ICS, Hewlett-Packard, Informix, NEC, PeopleSoft
and SAP.
The Company was incorporated in Delaware in January 1994. The Company's
executive offices are located at One Arsenal Marketplace, Watertown, MA 02172
and its telephone number is (617) 923-6500.
THE OFFERING
Common Stock offered by the Company.................... 3,000,000 shares
Common Stock offered by the Selling Stockholders....... 750,000 shares
Common Stock to be outstanding after the offering...... 14,844,890 shares(1)
Proposed Nasdaq National Market symbol................. OWAV
Use of proceeds........................................ For working capital,
repayment of debt and
other general
corporate purposes,
including possible
acquisitions.
SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
JANUARY 19, 1994
(INCEPTION) TO YEAR ENDED THREE MONTHS
DECEMBER 31, 1994 DECEMBER 31, 1995 ENDED MARCH 31,
----------------- ----------------- ----------------
1995 1996
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STATEMENT OF OPERATIONS
DATA:
Total revenues.......... $ -- $6,070 $ 416 $ 2,381
Gross profit............ -- 2,669 222 1,118
Operating loss.......... (1,180) (2,621) (290) (8,497)
Net loss................ (1,180) (2,698) (290) (8,515)
Pro forma net loss per
common and common
equivalent share(2).... $(.21) $ (.65)
Pro forma weighted
average number of
common and common
equivalent shares
outstanding(2)......... 12,871 13,141
MARCH 31, 1996
------------------------------------
PRO FORMA AS
ACTUAL PRO FORMA(3) ADJUSTED(3)(4)
------- ----------- --------------
BALANCE SHEET DATA:
Cash and cash equivalents.................. $ 4,822 $ 4,792 $42,752
Working capital (deficit).................. (925) (955) 37,005
Total assets............................... 8,939 8,909 46,869
Redeemable preferred stock................. 7,380 -- --
Stockholders' equity (deficit)............. (6,933) 417 38,377
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(1) Based upon the number of shares of Common Stock outstanding as of May 1,
1996 after giving effect to the conversion of all outstanding shares of
Series C Preferred Stock into 799,994 shares of Common Stock and all
outstanding shares of Series B Preferred Stock into 975,200 shares of
Common Stock, in each case upon the consummation of this offering and, with
respect to the Series B Preferred Stock, assuming an initial public
offering price of $14.00 per share. If the initial public offering price
varies from $14.00 per share, the number of shares of Common Stock issuable
upon conversion of the Series B Preferred Stock is subject to adjustment
from a maximum of 1,103,137 shares of Common Stock (in the event that the
initial public offering price is $12.375 per share or less) to a minimum of
888,085 shares of Common Stock (in the event that the initial public
offering price is $15.375 per share or greater). Excludes (i) 3,500,000
shares of Common Stock reserved for issuance pursuant to the Company's
stock option plans, under which options for the purchase of an aggregate of
2,404,133 shares were outstanding as of May 1, 1996, (ii) 150,000 shares of
Common Stock reserved for issuance pursuant to the Company's Employee Stock
Purchase Plan and (iii) 23,333 shares of Common Stock that may be issued
upon the exercise of an outstanding Common Stock purchase warrant. See
"Management--Stock Plans", "Description of Capital Stock--Authorized and
Outstanding Capital Stock", "--Employee Stock Purchase Plan" and "--
Warrant" and Note 6 of Notes to Financial Statements.
(2) See Note 1(k) of Notes to Financial Statements for an explanation of the
determination of the number of shares used in computing pro forma net loss
per common and common equivalent share.
(3) Presented on a pro forma basis to give effect to (i) the sale subsequent to
March 31, 1996 of 1,200,000 shares of Series C Preferred Stock and the
receipt of $5,970,000 in net proceeds therefrom, (ii) the repurchase and
retirement subsequent to March 31, 1996 of 800,000 shares of Common Stock
for $6,000,000 and (iii) the automatic conversion of all outstanding shares
of Series B Preferred Stock and Series C Preferred Stock into 1,775,194
shares of Common Stock upon the consummation of this offering. See
"Description of Capital Stock--Authorized and Outstanding Capital Stock".
(4) Adjusted to give effect to the sale of 3,000,000 shares of Common Stock
offered by the Company at an assumed public offering price of $14.00 per
share, after deduction of the estimated underwriting discount and estimated
offering expenses payable by the Company.