-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUYFuc3+xYpe0cDUZE/+ClID617vUEulFxBJbKms7aO/juzh99W+rBgmz2URwNPy RsoWHKoZ2/W9bQzNw93Rdw== 0001012870-01-000071.txt : 20010123 0001012870-01-000071.hdr.sgml : 20010123 ACCESSION NUMBER: 0001012870-01-000071 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIME RESPONSE INC/DE CENTRAL INDEX KEY: 0001096839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133972166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-28873 FILM NUMBER: 1504920 BUSINESS ADDRESS: STREET 1: 150 CAMBRIDGE DR CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6178768300 MAIL ADDRESS: STREET 1: 150 CAMBRIDGE PARK DR CITY: CAMBRIDGE STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: PRIME RESPONSE GROUP INC/DE DATE OF NAME CHANGE: 19991014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHORDIANT SOFTWARE INC CENTRAL INDEX KEY: 0001042134 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931051328 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 950142217 BUSINESS PHONE: 4085176100 MAIL ADDRESS: STREET 1: 20400 STEVENS CREEK BLVD STREET 2: SUITE 400 CITY: CUPERTINO STATE: CA ZIP: 950142217 425 1 0001.txt FILED PURSUANT TO RULE 425 Filed by Chordiant Software, Inc. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Prime Response, Inc. Commission File No. 000-28873 SLIDE PRESENTATION Chordiant Software, Inc. DONALD MORRISON Executive Vice President, Marketing and Business Development January 8, 2001 SLIDE ONE Chordiant Software and PrimeResponse Unified CRM for Extreme Demands [Chordiant logo] [PrimeResponse logo] SLIDE TWO Chordiant And PrimeResponse Merger [Chordiant logo] [PrimeResponse logo] SLIDE THREE Safe Harbor Information in this presentation may include historical information and forward-looking statements that involve risks and uncertainties. The company's actual results could differ materially from the results and projections discussed here. Factors that could cause or contribute to such differences include those discussed in the Chordiant's February 15, 2000 prospectus relating to its initial public offering of Common Stock or in Prime Response's March 2, 2000 prospectus relating to its initial public offering of Common Stock. SLIDE FOUR Agenda - - Chordiant Business - - PrimeResponse Business - - Today's Announcement 1. - Highlights - Customers - Offerings - Benefits SLIDE FIVE Chordiant Business [box] The Unified CRM Infrastructure Solution and leading Relationship Marketing for extreme requirements in the business to individual market. [box] Extreme CRM is for businesses that have the most demanding customer relationships in terms of volume, complexity & personalization. SLIDE SIX Chordiant Business - - The CRM solution for extreme customer demands - - 232+ employees worldwide (86 EMEA/146 NA) - - Publicly traded on NASDAQ - - Recent Announcements: - MetLife enterprise license, - BroadVision and ILOG partnerships - Thomas Cook (customer success) - - September 30 Period - $9.7 million revenue - EPS exceeded target at $.14 loss - $66.5 million cash balance - Completed White Spider Acquisition - Deferred revenue at $24.0 million SLIDE SEVEN Chordiant Business - - Business to individual market focus - Financial Services - banking, credit, insurance - Telecommunications, - Concierge Services for Travel/Leisure - - Chordiant Unified CRM Solution - Intelligent Customer Interaction Management - Unified Solutions - Service, Knowledge Management and Self-serve - Unified CRM Infrastructure - Single view of customer - Integrated communications channels - Workflow and Rules driven Business Services - Real-time, multiple-source data access and persistence model SLIDE EIGHT Quarterly Net Revenues Actual vs. Street [Bar graph of actual versus street net revenues by quarter, by thousands of dollars.]
$ Thousands 10,000 [Bar graph 7,500 [Bar graph column with [Bar graph [Bar graph [Bar graph column with [Bar graph "9,700" on column with 5,000 column with column with "7,396" on column with top of "8,600" on "5,014" on "4,700" on top of "6,200" on shaded top of 2,500 top of top of shaded top of column] shaded shaded shaded column] shaded column] 0 column] column] column] Q1'00 Q2'00 Q3'00
September 30, 2000 Period [small shaded box] Actual [small shaded box] Street
SLIDE NINE PrimeResponse Business - - Leading Relationship Marketing company focused on B2C marketer - - 225 employees worldwide - - Publicly traded on NASDAQ and EASDAQ - - Proven Marketing Innovator 2. - First to support multiple media channels in a single integrated marketing campaign - First to prove scalability to 100 million customers in a single marketing database - First to integrate Web, e-mail and wireless channels with traditional offline capabilities in one campaign management solution SLIDE TEN Positioning and Benefits - - A strong and formidable company - Unified solution across the enterprise; a complete solution - A premier provider of customer acquisition, retention, relationship management and CRM infrastructure software for intelligent communications - - Positioning relative to e.piphany/octane, Siebel and Broadbase/rubic - - The leading Unified CRM infrastructure and customer centric applications for extreme customer requirements - - Leverage field organizations and partnerships for new, expanding revenue opportunities SLIDE ELEVEN Positioning and Benefits - - Integrates mktg. & service initiatives - Single framework for integrating best of breed apps - - Single application capability for management of the complete consumer lifecycle - Broad solution across business-to-consumer vertical markets - - Unifies eService, eMarketing and eBusiness functionality for Real-time applications. - - Positioned for growth and capitalizing on market opportunities SLIDE TWELVE Corporate Highlights - - Combined 450-person organization - Global corporate structure - Strategic partnerships - - Already partnering on select worldwide customers - - Complementary products for existing and new customers - - Proven global 1000 customer success - - Significant competitive differentiation allows our customers to 'play to win' 4. SLIDE THIRTEEN Financial Highlights - - Combined revenues of $45.5 million (as of Sept. 30) - - Financial Strength - Strong balance sheet, - High deferred revenue balance - Conservative revenue recognition = high visibility - - Accelerating license revenues - - Balanced revenues international / domestic - - Growing average selling prices (enterprise) - - Proven Global 500 customer success SLIDE FOURTEEN Corporate Highlights - - Combined 430 person organization - - Complementary products for existing and new customers (already partnering on select worldwide customers) - - Global Corporate structure, strategic partnerships - - Evolution of Chordiant Unified Extreme CRM Solution - - Significant competitive differentiation allows our customers to 'play to win' SLIDE FIFTEEN Market Landscape
Strategic [box] [horizontal line] Unified CRM Solution enterprise-wide "If the potential customer - Chordiant isn't organizationally - Internal Developed ready for Unified CRM, - Multiple Systems they use a point solution." Loosely Integrated [horizontal line] [Arrow Tactical [Arrow pointing right and pointing [box] curving up] right Low End Applications "Point Offering by Function [box] Solutions"] Department and E-mail, web, help Mid - Range desk, sales "Packaged" eCRM Applications [vertical line divides two [vertical line divides two columns of text below] columns of text below] - Kana - Onyx - Siebel - Ephipany - eGain - Pivotal - Clarify - Quintas - Brightware - Remedy - Vantive
SLIDE SIXTEEN 5. [Frame of slide is a computer monitor labeled, "MARKETING MISSION CONTROL" at top center of page, graphic of speakers at bottom left and right sides of page, graphic of four computer monitor buttons at bottom left of page] PrimeResponse Product Suite --------------------------- Prime@Vantage.com Internet Prime@Vantage Optimizer [horizontal line pointing to [To the left, graphic of [diagonal line pointing left the right towards middle computer labeled, "Web"; to and downward towards large column graphic of computer the right, graphic of webpage circle in middle column] labeled, "Web"] labeled, "E-Mail"; below, in the middle, graphic of the back of an envelope with "@" symbol pointing toward large circle in center of middle column] [Graphic of light bulb above ["Prime@Vantage Application [Graphic of several people three people sitting at Server" in center of large standing on platform labeled, table labeled, "Marketers"; circle; three arrows pointing "Consumers"; horizontal arrow to the right, horizontal clockwise outline the circle; with two arrowheads, one arrow pointing to the left arrow on top labeled, pointing toward graphic and from graphic of laptop "Create"; arrow on right the other toward large circle computer back to the graphic labeled, "Execute"; arrow on in middle column] of the three people sitting left labeled, "Refine"] at table; second horizontal arrow pointing from same graphic of laptop computer to the large circle in center of middle column] Prime@Vantage Traditional [Circle labeled, "Real-time [horizontal line pointing to Decision Engine"; five arrows the right towards middle [To the left, graphic of with two arrowheads each column graphic of television/newspapers/radio pointing toward the circle; television/newspapers/radio labeled, "Mass"; in the starting clockwise, one arrow labeled, "Mass"] middle, graphic of is also pointing right and telephone/stamped upward to a circle labeled, envelope/mailbox labeled, "Web Server"; one arrow is "Direct Mail"; to the right, also pointing right and graphic of cash register downward to a circle labeled, labeled, "Point-of-Sale"] "Data Modeling"; one arrow is also pointing right and downward to a circle labeled, "Service"; one arrow is also pointing left and downward to a circle labeled, " Sales"; and one arrow is also pointing left and upward toward the large circle in middle column]
6. Prime@Vantage Wireless Wireless [horizontal line pointing to [To the left, graphic of the right towards middle handheld personal digital column graphic of handheld assistant labeled, "Palm Top"; personal digital assistant to the right, graphic of two labeled, "Palm Top"] mobile telephones labeled, "Mobile Phone"] [PrimeResponse logo] Optimize SLIDE SEVENTEEN Combined Customers and Partners [Chordiant logo] [PrimeResponse logo] SLIDE EIGHTEEN Financial Services [FirstUSA logo] [Lloyds TSB logo] [MetLife logo] [Thomas Cook logo] [Sky logo] [Barclays Mercantile logo] [Standard Life logo] [UniCredito Italiano logo] [AXA logo] [The Royal Bank of Scotland Group plc logo] [Deutsche Bank logo] [UBS logo] [Alliance Leicester logo] [DLJdirect logo] [E*Trade logo] [Bank One logo] [CIBC logo] [Chase logo] [Republic logo] [Abbey National logo] [Quick & Reilly logo] [Wachovia logo] [Credit Suisse Group logo] [Provident Bank logo] [Advance Bank logo] [BankWest logo] [winterthur logo] [NatWest Group logo] [Principal Financial Group logo] [The Associates logo] [Allianz logo] SLIDE NINETEEN Telecommunications [kpn logo] [TeleDanmark logo] [BT logo] [Telecom Eireann logo] [max.mobil. logo] [e-plus logo] [AIS logo] [omnitel logo] [Winfire logo] [T Mobil logo] [Cox Communications logo] [Eircom logo] 7. [Telenor logo] [Bouygues Telecom logo] [orange logo] [Telstra logo] SLIDE TWENTY Retail, Transportation, Technology [Boots logo] [CVS pharmacy logo] [accenture logo] [Network Solutions logo] [1-800-flowers.com logo] [British Airways logo] [Texas Instruments logo] [Priceline.com logo] [General Motors logo] [Informatique Fauriel logo] [Yves Rocher logo] [Dreamcast logo] [OnStar logo] [Fiat logo] [Scottish Power logo] [Mattel logo] [Edgars Stores Limited logo] [RAC logo] [Direct Line logo] [UPS logo] [John Lewis Partnership logo] [Forte logo] [DHL Worldwide Express logo] SLIDE TWENTY-ONE Technology Partners [Lucent Technologies logo] [Java logo] [Sun Microsystems logo] [Oracle logo] [Marketing 1to1 Peppers and Rogers Group logo] [SAS e-Intelligence logo] [SPSS logo] [FairIsaac logo] [NRC logo] [Aspect logo] [Genesys logo] [ILOG logo] [MarketSwitch logo] [Cisco Systems logo] [Viador logo] [MPHASIS-BFL logo] [MRM logo] [Hewlett Packard logo] [IBM logo] [Open Solutions Partner Sybase logo] SLIDE TWENTY-TWO Key Integration Partners U.S. Partners [ellipses pointing toward box with logos] [box] [Accenture logo] [EDS logo] [ThoughtWorks logo] [Infogain logo] [Caro logo] [Ultima logo] [CSC logo] [quaero logo] [TATA Consultancy Services logo] [TATA logo] [IBM Business Partner logo] European Partners [ellipses pointing toward box with logos] [box] 8. [logica logo] [CMG logo] [IBM Business Partner logo] [Ultima logo] [ASE logo] [accenture logo] [EDS logo] [ecsoft logo] [TATA Consultancy Services logo] [TATA logo] [Cap Gemini logo] SLIDE TWENTY-THREE Customer Relationship Lifecycle 3. Interact & Transact [Large circle labeled, 4. Serve Customers To Fulfill "Customer" with six arrows & Learn pointing clockwise around outline of circle; going clockwise, one arrow each labeled, "Transact," "Serve," "Retain," "Grow," "Target," and "Acquire"] 2. Personalize Offer 5. Proactively to Acquire Increase Frequency & Interaction 1. Identify, Target 6. Intelligent Offers by & Interact Portfolio for New Offerings
SLIDE TWENTY-FOUR Extreme CRM for Real-time Multi-channel eService, eMarketing and eBusiness All Inbound [Graphic of [Curved arrow Customers Channels envelope, computer, pointing toward Interaction newspapers, right] television, radio, handheld personal [Chordiant logo] digital assistant; mobile telephone, telephone, cash register and mailbox with envelope] [Graphic of Suppliers Analytics [Graphic of open [Graphic of several Customers [in vertical text] laptop computer computer monitor people in Employees with group of with "CRM" on business people, two screen] attire] webpages, and globe coming out of screen] All Outbound [Graphic of [Graphic of Channels envelope, computer, computer monitor newspapers, with "ERP/SCM" on television, radio, screen] handheld personal digital assistant, [Graphic of mobile telephone, computer monitor telephone, cash with "LEGACY" on register and mailbox screen] with envelope]
[PrimeResponse Campaigns, logo] Warehouse [Curved arrow pointing toward left] 9. SLIDE TWENTY-FIVE Why Chordiant? - - Multi-billion dollar market - - Global Fortune 1000 customer success - - Strong balance sheet - - Conservative revenue recognition = visibility - - Growing alliances and customer base - - Expanding within verticals and existing customers SLIDE TWENTY-SIX Summary of Transaction - - Chordiant to merge with PrimeResponse for $0.60 exchange ratio (all stock transaction) - - Expected closing Q2 2001 - - Already integrating both companies' leading applications - - Chordiant Software, Inc. (CHRD), will be one of the most significant CRM software providers in the industry - Leading CRM Infrastructure software and Relationship Marketing applications - Shared customers; strong market demand; strong business momentum SLIDE TWENTY-SEVEN Chordiant Software Unified CRM for Extreme Demands [Chordiant logo] [PrimeResponse logo] SLIDE TWENTY-EIGHT Next Steps [Chordiant logo] [PrimeResponse logo] 10. -----END PRIVACY-ENHANCED MESSAGE-----