Apropos Technology

May 17, 2016

CIK 0001098803 We will receive net proceeds of approximately $74.2 million from the sale of3.7 million common shares at the initial public offering price of $22.00 pershare after deducting underwriting commissions and discounts of $5.7 millionand estimated expenses of $1.5 million. If the underwriters exercise their over-allotment option in full, then the net proceeds will be approximately $79.9million. We will not receive any proceeds from the sale of shares by theselling shareholder.$8.0 million of the net proceeds from this offering will be used to repay debt.Of the $8.0 million, (1) $1.5 million will be used to repay subordinatedconvertible promissory notes with a stated interest rate of 10% per annum whichmature on the earlier to occur of May 12, 2000 or our initial public offering,(2) $5.0 million will be used to repay a secured bridge loan with a statedinterest rate of 9.25% per annum which matures on March 31, 2000 and (3) theremaining $1.5 million will be used to repay a portion of the amountoutstanding under our revolving credit facility which has a stated interestrate of the prime rate plus 1.25% per annum and matures on March 16, 2000. See"Certain Transactions" on page 50 and "Underwriting" on page 60 for moreinformation regarding the subordinated convertible promissory notes and thesecured bridge loan. After application of the net proceeds of this offering,$2.2 million will remain outstanding under our revolving credit facility. Wecurrently estimate that we will use the balance of the net proceeds of thisoffering as follows:. 11% for research and development;. 11% for expansion of our sales channels;. 9% for increased marketing programs;. 2% for capital expenditures; and. 67% for working capital and other general corporate purposes.The amounts described above reflect our estimate of the use of our net proceedsfrom this offering, based on our current plans for anticipated expenditures.Our actual expenditures may vary significantly from these estimates based upona number of factors, including the progress or results of our marketingprograms, changing technologies, shifts in client demand and success of oursales channels. As a result, we may find it necessary or advisable toreallocate the net proceeds within the uses outlined above or to use portionsof the net proceeds for other purposes. Accordingly, our management will havesignificant flexibility in applying the net proceeds from this offering.Pending any use, the net proceeds of this offering will be invested in short-term, interest bearing investment grade securities. The market for our product is highly competitive and we expect competitionto increase significantly in the future. We cannot assure you that we will beable to compete successfully against current and future competitors. Ourcompetition currently comes from several different market segments including: . platform providers such as Aspect Telecommunications Corporation, Cisco Systems, Inc., Lucent Technologies, Inc., Nortel Networks Corporation, Rockwell International Corporation and Siemens Corporation; . interaction management solution providers such as Genesys Telecommunications Laboratories, Inc., which has agreed to be acquired by Alcatel SA, and Interactive Intelligence, Inc.; and . stand-alone point solution providers such as Acuity Corporation, which has been acquired by Quintus Corporation, eGain Communications Corporation, Kana Communications, Inc. and Webline Communications Corporation, which has been acquired by Cisco Systems, Inc. We believe that the principle competitive factors in our market includeproduct performance and features, quality of client support and service, timeto implement, product scalability, sales and distribution capabilities andoverall cost of ownership. Although we believe that our solution currentlycompetes favorably with respect to these factors, our market is relatively newand evolving rapidly. We may not be able to maintain our competitive positionagainst current and potential competitors, especially those with significantlygreater financial, marketing, service, support and technical resources. Many of our current and potential competitors have longer operatinghistories, significantly greater financial, technical, marketing, customerservice and other resources, greater name recognition and a larger installedbase of customers than we do. Recently, a number of our current and potentialcompetitors have been acquired by large, well-capitalized companies. As aresult, these competitors may be able (1) to respond to new or emergingtechnologies and changes in client requirements faster and more effectivelythan we can, and (2) to devote greater resources to the development, promotionand sale of products than we can. Current competitors have merged with oracquired other competitors or established cooperative relationships with othercompetitors to increase the ability of their products to address the needs ofour current or prospective clients. If these competitors were to acquireadditional market share, it could have a material adverse effect on ourbusiness, financial condition and results of operations. Company Description Overview We develop, market and support a comprehensive customer interactionmanagement solution for multimedia contact centers. Our solution combinespatented customer interaction management software with a proven deliverymethodology and high quality support services. The Apropos solution enables thereal-time management of multimedia customer interactions, including traditionalvoice interactions, e-mails and web-based forms of communications. Industry Background Competitive global markets and the increasing acceptance of the Internet asan important medium for business and customer interaction have led to greatercustomer demands for higher levels of service, responsiveness, convenience,personalization and quality. With the dramatic growth of Internet-basedcommunications and commerce, businesses must provide consistent high qualitycustomer care and service across a variety of communications media. Providingan appropriate level of service in this environment is more complex than in thepast when customer interactions were primarily voice-based and businessesprovided service to their customers through traditional voice call centers. Inthe future, an increasing number of customer interactions will be throughInternet-based communications, such as e-mail and web-based contacts. TheGartner Group estimates/1/ that "by 2001, businesses will receive 25% of allcustomer inquiries via e-mail and web-based forms of communication. "The Emergence of the Internet and eBusiness The Internet is rapidly emerging as an extremely important sales, serviceand communications medium that is altering the way companies manage externaland internal relationships. International Data Corporation, or IDC, estimatesthat the number of users of the Internet will increase from 142 million in 1998to 502 million in 2003. In addition, the amount spent to purchase goods andservices on the Internet is expected to increase dramatically. IDC estimatesthat spending on the Internet will increase from $50.3 billion in 1998 to $1.3trillion in 2003. This growth in Internet-based commerce has created the need for businessesto establish systems and infrastructure to support the growing volume ofInternet-based customer interactions. IDC estimates that in 2002, licenserevenue for e-commerce customer support software applications will reach $1.6billion. This represents a significant trend as many businesses attempt toimplement the necessary infrastructure for Internet-based sales and serviceinitiatives. These "eBusiness" initiatives require the seamless integration of newInternet-based forms of customer interaction, such as e-mail and web, withtraditional voice call centers. In many cases, customers desire to interactwith a customer service representative to close an eBusiness transaction.Jupiter Communications, Inc. estimates that 41% of online consumers indicatethat they would be more likely to complete a transaction online if web chat orcallback were available. Accordingly, to meet customer needs, an eBusinessinfrastructure must include both voice-based and Internet-based customerinteraction capabilities.The Need for Multimedia Customer Contact Centers In order to provide superior service and enhance customer loyalty andretention, businesses need to provide customers with a variety of choices inhow they interact with their business. Businesses need a multimedia solutionthat can support their eBusiness initiatives while maintaining or improving thelevel of service of their traditional business. As a result, businesses facesignificant challenges in managing and optimizing traditional voice and newInternet-based customer interactions. These challenges include: . added complexity as a result of the need to receive and respond to customer interactions across a variety of communications media; . a need for additional skills and resources to respond to e-mail and web- based interactions; 1 Gartner Group, Customer Service and Support: Morphing the Call Center to the Contact Center, C. Anuso, D. Fluss, D. Hope-Ross, C. Lusher, C. Smith, November 16, 1998. . heightened customer demands for high quality service regardless of the communications media used; and . a need for better insight into the overall performance of the contact center due to the increased number and type of customer interactions. We believe that in order for businesses to meet these challenges, they needa comprehensive solution that enables them to provide high quality serviceacross multiple communications media. The ideal solution should: . manage multiple types of interactions through one application; . produce real-time information across all media types to enable real-time allocation of resources within the contact center, or media blending; . create consolidated reports across multiple interactions and media to enable businesses to better understand key business metrics and trends in order to improve the overall performance of their business; . be completely switch and network independent to allow businesses to preserve their investment in their existing communications infrastructure; . provide enterprise application independence to enable seamless integration of traditional and eBusiness applications; . easily expand both in functionality and capacity as business needs change; . enable rapid implementation to ensure solution can be deployed within the time, resource and cost constraints of the client; . provide maximum flexibility to configure and administer a multimedia contact center in reaction to and in anticipation of, changing business conditions; . lower a business' total cost of ownership by implementing one integrated multimedia solution versus multiple point products; and . interoperate with and allow businesses to take advantage of new Internet protocol, or IP-based- network technologies. The Apropos Solution We develop, market and support a comprehensive customer interactionmanagement solution for multimedia contact centers. Our solution combinespatented customer interaction management software with a proven deliverymethodology and high quality support services. The Apropos solution enables thereal-time management of multimedia customer interactions, including traditionalvoice interactions, e-mails and web-based forms of communications. Our customer interaction management software enables clients to prioritize,route and respond to customer interactions across multiple communications mediabased on a single set of business rules. Our clients can establish businessrules to manage customer interactions based on their business value or servicelevel. For example, clients can, on a real-time basis, (1) route specific typesof customer interactions to an agent based on that agent's particular skillsand (2) adjust the number of interactions and agents assigned to a queue toensure maximum responsiveness to the customer. Clients can also monitor thestatus of each interaction and the performance of each contact center agent.Our solution provides comprehensive real-time and historical reporting on eachcustomer interaction and on the contact center resources necessary to managethose interactions. Our solution provides the following benefits to our clients: Seamless management of multiple communications media through one businessrules driven interface. Our solution is designed to allow clients to managecustomer interactions on a real-time basisacross a variety of communications media through one business rules driveninterface. Clients can establish business rules to manage customer interactionsbased on their business value or service level regardless of whether thecustomer made the contact via the Internet or telephone. Comprehensive real-time information. Our solution provides real-timeinformation on the overall performance of the contact center. Supervisorsreceive information that enables them to immediately react to changing businessconditions. For example, if one or more agents is servicing e-mail interactionsand a supervisor is notified that a queue for incoming voice calls has exceededpre-defined thresholds, the supervisor can reassign these e-mail agents tohandle the voice calls with a simple mouse click. Integrated decision management reporting capabilities. Our decisionmanagement application enables our clients to view historical reports throughan advanced web-based interface. It provides information on contact centerperformance by the hour, shift, day or month. Our solution reports on criticalaspects of the contact center's operation, including agent performance,interaction volume, interaction types and interaction disposition. It provides"cradle to grave" reporting on each interaction, from initial customer contactto closure, allowing clients to better understand the entire interaction cycle.The decision management application also combines customer interactioninformation across multiple communication media in a single integrated reportallowing clients to better understand and manage their business. Interoperability. Our solution is designed to operate within the existinginfrastructure of an enterprise, including most voice systems, e-mail and webservers. Our solution is also interoperable with most client businessapplications, thereby providing the necessary integration between the incominginteraction, business application and historical customer data. As the trend ofconsolidation within industries continues, we believe that the ability of oursolution to operate with a variety of different communications systems andapplications provides a significant benefit to our clients as they integratenew businesses. Modularity. The modular design of our solution allows our clients to addfunctionality as their needs evolve. For example, clients may initially chooseto implement our solution for their traditional call center/voiceinfrastructure and then add other media types, such as e-mail and web, as theyfurther develop their eBusiness strategies. We believe the ability to easilyadd functionality is extremely important to our clients as they transition fromtraditional voice-based call centers to multimedia contact centers. Scalability. The Apropos solution is designed to allow for maximumscalability, providing a variety of system configurations that can complementthe deployment needs of our client base. The solution uses sophisticatedinternal messaging software to enable the distribution of various systemcomponents across wide area, local area and IP-based networks. As a client'sbusiness grows, our solution can be configured for additional capacity. Oursolution can provide scalability for up to 600 agents. Rapid implementation. Based on our experience in implementing multimediacontact centers, we have developed Apropos Methods, a repeatable consulting,design and delivery methodology that is followed by our applicationconsultants, professional services team and partners. Apropos Methods allowsour clients to accurately estimate the resources required to implement theirmultimedia contact center solution. In addition, our software is designed withseveral unique tools to insure rapid implementation and integration with ourclients' business applications. Apropos Methods also allows us to quickly andeffectively train our partners in the implementation requirements of oursolution. Flexibility. A client can configure and administer our solution through ourweb-based application interface. This approach is much easier and more cost-effective than traditional hardware-based systems, which may require codemodification and recompilation. Clients can configure our solution over anumber of locations and can connect remote users, such as agents working fromhome. For example, when a hurricane disabled a client's contact center, oursolution permitted our client to rapidly establish full service at anothergeographic location. Lower total cost of ownership. Our integrated software-based solutionresults in a lower total cost of ownership in comparison to multiple pointproducts, which require integration and maintenance of various and disparatehardware and software products. Support of converged voice and data networks. Our solution supports ourclients' desires to transition from traditional circuit-switched communicationsinfrastructure to IP-based infrastructures. This enables our clients to takeadvantage of the benefits of high performance converged voice and datanetworks. The IPO profiles may contain historical records. Please visit the latest IPOs for the most recent information. Company Financials