-----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, TwqK22VtSePeb30L33uHziJUDTeZ/ExHj8aAqAK28a+gTZt5n+x2Ghj6KnQvdg1t QzG+YdMfvP3DDICNrBmAxg== 0001012870-01-501153.txt : 20010611 0001012870-01-501153.hdr.sgml : 20010611 ACCESSION NUMBER: 0001012870-01-501153 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERTRUST TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001089717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521672106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-57859 FILM NUMBER: 1656945 BUSINESS ADDRESS: STREET 1: 4750 PATRICK HENRY BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4088550100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERTRUST TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001089717 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521672106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 4750 PATRICK HENRY BLVD. CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4088550100 SC TO-I/A 1 dsctoia.txt SCHEDULE TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (AMENDMENT NO. 1) (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERTRUST TECHNOLOGIES CORPORATION (Name of Subject Company (Issuer)) INTERTRUST TECHNOLOGIES CORPORATION (Name of Filing Person (Offeror)) Options Under InterTrust Technologies Corporation's 1995 Stock Plan, 1999 Equity Incentive Plan and 2000 Supplemental Plan to Purchase Common Stock, Par Value $0.001 Per Share, Having an Exercise Price of $5.00 or More (Title of Class of Securities) 46113Q 10 9 (CUSIP Number of Class of Securities) (Underlying Common Stock) Victor Shear Chief Executive Officer and Chairman of the Board InterTrust Technologies Corporation 4750 Patrick Henry Drive Santa Clara, California 95054 (408) 855-0100 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: Bennett L. Yee, Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 155 Constitution Drive Menlo Park, California 94025 (650) 321-2400 CALCULATION OF FILING FEE ------------------------- Transaction valuation* Amount of filing fee ---------------------- -------------------- $81,000,000 $16,200** * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 7,300,000 shares of common stock of InterTrust Technologies Corporation having an aggregate value of $81,000,000 as of May 24, 2001 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. ** Previously paid in connection with the initial filing of this Schedule TO on May 24, 2001. [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing party: Not applicable. Date filed: Not applicable. [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [_] This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on May 24, 2001, relating to InterTrust Technologies Corporation's ("InterTrust" or the "Company") offer to exchange options to purchase shares of its common stock, par value $.001 per share, held by certain employees, for new options to purchase shares of its common stock at a per share exercise price equal to the fair market value of one share of its common stock on the date of issuance, upon the terms and subject to the conditions in the Offer to Exchange dated May 24, 2001 ( the "Offer to Exchange"). Item 10. Financial Statements. Item 10(a) is hereby amended to read as follows: (a) The information set forth in the Offer to Exchange under Section 9 ("Information Concerning InterTrust") and Section 16 ("Additional Information"), and on pages F-1 through F-23 of the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000 is incorporated herein by reference. In addition, the information set forth in Exhibit (a)(9) attached hereto is incorporated herein by reference. Item 12. Exhibits. Item 12 of the Schedule TO is hereby amended to read as follows: (a) (1) Offer to Exchange, dated May 24, 2001.* (2) Form of Letter of Transmittal. (3) Form of Letter to Eligible Option Holders Distributed by E- mail.* (4) Form of Letter to Tendering Option Holders.* (5) Form of Notice of Acceptance of Outstanding Options for Exchange.* (6) InterTrust Technologies Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (7) InterTrust Technologies Corporation Annual Report on Form 10-K/A for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 30, 2001 and incorporated herein by reference. (8) InterTrust Technologies Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the Securities and Exchange Commission on May 15, 2001 and incorporated herein by reference. (9) Form of e-mail Letter to InterTrust Technologies Corporation employees supplementing and amending the Offer to Exchange. (b) Not applicable. (d) (1) InterTrust Technologies Corporation 2000 Supplemental Plan. Filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (2) Form of Option Agreement Pursuant to the InterTrust Technologies Corporation 2000 Supplemental Plan.* (3) InterTrust Technologies Corporation 1999 Equity Incentive Plan. Filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-84033) and incorporated herein by reference. (4) Form of Option Agreement Pursuant to the InterTrust Technologies Corporation 1999 Equity Incentive Plan. * (5) InterTrust Technologies Corporation 1995 Stock Plan.* (6) Form of Option Agreement pursuant to the InterTrust Technologies Corporation 1995 Stock Plan. * (g) Not applicable. (h) Not applicable. *Previously filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct. InterTrust Technologies Corporation /s/ David Ludvigson ---------------------- David Ludvigson President Date: June 8, 2001 Index to Exhibits Exhibit Number Description ----------- (a)(1) - Offer to Exchange, dated May 24, 2001. * (a)(2) - Form of Letter of Transmittal. (a)(3) - Form of Letter to Eligible Option Holders Distributed by E-mail. * (a)(4) - Form of Letter to Tendering Option Holders. * (a)(5) - Form of Notice of Acceptance of Outstanding Options for Exchange. * (a)(6) - InterTrust Technologies Corporation Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (a)(7) - InterTrust Technologies Corporation Annual Report on Form 10-K/A for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 30, 2001 and incorporated herein by reference. (a)(8) - InterTrust Technologies Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the Securities and Exchange Commission on May 15, 2001 and incorporated herein by reference. (a)(9) - Form of e-mail Letter to InterTrust Technologies Corporation employees supplementing and amending the Offer to Exchange. (d)(1) - InterTrust Technologies Corporation 2000 Supplemental Plan. Filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 2, 2001 and incorporated herein by reference. (d)(2) - Form of Option Agreement Pursuant to the InterTrust Technologies Corporation 2000 Supplemental Plan.* (d)(3) - InterTrust Technologies Corporation 1999 Equity Incentive Plan. Filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-84033) and incorporated herein by reference. (d)(4) - Form of Option Agreement Pursuant to the InterTrust Technologies Corporation 1999 Equity Incentive Plan.* (d)(5) - InterTrust Technologies Corporation 1995 Stock Plan. * (d)(6) - Form of Option Agreement pursuant to the InterTrust Technologies Corporation 1995 Stock Plan.* EX-99.(A)(2) 2 dex99a2.txt FORM OF LETTER OF TRANSMITTAL Exhibit (a)(2) LETTER OF TRANSMITTAL TO TENDER OPTIONS TO PURCHASE SHARES OF COMMON STOCK HAVING AN EXERCISE PRICE OF $5.00 OR MORE (AFTER GIVING EFFECT TO A TWO-FOR-ONE STOCK SPLIT ON FEBRUARY 24, 2000) FOR NEW OPTIONS UNDER THE INTERTRUST TECHNOLOGIES CORPORATION ELIGIBLE OPTION PLANS PURSUANT TO THE OFFER TO EXCHANGE DATED MAY 24, 2001 ---------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 9:00 P.M., PACIFIC TIME, ON FRIDAY, JUNE 22, 2001, UNLESS THE OFFER IS EXTENDED. ----------------------------- To: John Amster Vice President, Corporate Development InterTrust Technologies Corporation 4750 Patrick Henry Drive Santa Clara, California 95054 Santa Clara, California 95054 Telephone: (408) 855-0100 Facsimile: (408) 855-0309 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. Pursuant to the terms and subject to the conditions of the Offer to Exchange dated May 24, 2001 and this Letter of Transmittal, I hereby tender the following options to purchase shares of common stock, par value $.001 per share ("Option Shares"), outstanding under the InterTrust Technologies Corporation 1995 Stock Plan and/or the InterTrust Technologies Corporation 1999 Equity Incentive Plan and/or the InterTrust Technologies Corporation 2000 Supplemental Plan, having an exercise price of $5.00 or more (after giving effect to InterTrust's two-for-one stock split on February 24, 2000) and the following options granted after November 24, 2000 (to validly tender such options you must complete the following table according to instructions 2 and 3 on page 4 of this Letter of Transmittal): Total Number of Option Shares Grant Date of Exercise Price of Subject to Number of Option Shares to be Tendered Option/1/ Option Option (must be in whole Option Shares)
/1/ List each option on a separate line even if more than one option was issued on the same grant date. 1 To InterTrust Technologies Corporation: Upon the terms and subject to the conditions set forth in the Offer to Exchange dated May 24, 2001 (the "Offer to Exchange"), my receipt of which I hereby acknowledge, and in this Letter of Transmittal (this "Letter" which, together with the Offer to Exchange, as they may be amended from time to time, constitutes the "Offer"), I, the undersigned, hereby tender to InterTrust Technologies Corporation, a Delaware corporation (the "Company"), the options to purchase shares ("Option Shares") of common stock, par value $.001 per share, of the Company (the "Common Stock") specified in the table on page 1 of this Letter (the "Options") in exchange for "New Options," which are new options to purchase shares of Common Stock equal to one hundred percent (100%) of the number of Option Shares subject to the Options that I tender hereby. All New Options will be subject to the terms of an eligible option plan and to a new option agreement between the Company and me. Subject to, and effective upon, the Company's acceptance for exchange of the Options tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to, or upon the order of, the Company all right, title and interest in and to all of the Options that I am tendering hereby. I acknowledge that the Company has advised me to consult with my own advisors as to the consequences of participating or not participating in the Offer. I agree that this Letter is an amendment to the option agreement or agreements to which the Options I am tendering hereby are subject. I hereby represent and warrant that I have full power and authority to tender the Options tendered hereby and that, when and to the extent such Options are accepted for exchange by the Company, such Options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, other than pursuant to the applicable option agreement, and such Options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange of the Options I am tendering hereby. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable. By execution hereof, I understand that tenders of Options pursuant to the procedure described in Section 3 of the Offer to Exchange and in the instructions to this Letter will constitute my acceptance of the terms and conditions of the Offer. The Company's acceptance for exchange of Options tendered pursuant to the Offer will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the Offer. I acknowledge that the New Options that I will receive (1) will not be granted until on or about the first business day that is at least six months and one day after the date the Options tendered hereby are accepted for exchange and canceled, (2) will be subject to the terms and conditions set forth in a new option agreement between the Company and me that will be forwarded to me after the grant of the New Option and (3) will be blacked out for two weeks following the replacement grant date. I also acknowledge that I must be an employee of the Company or one of its subsidiaries from the date I tender Options through the date the New Options are granted and otherwise be eligible under an eligible option plan on the date the New Options are granted in order to receive New Options. I further acknowledge that, if I do not remain such an employee, whether by result of a voluntary termination or an involuntary termination by InterTrust or a successor, I will not receive any New Options or any other consideration for the Options that I tender and that are accepted for exchange pursuant to the Offer. The name of the registered holder of the Options tendered hereby appears below exactly as it appears on the option agreement or agreements representing such Options. In the appropriate boxes of the table, I have listed for each Option the grant date, the exercise price, the total number of Option Shares subject to the Option, and the number of Option Shares I am tendering. I understand that I may tender all of my options outstanding under and eligible plan having an exercise price of $5.00 or more (after giving effect to InterTrust's two-for-one stock split on February 24, 2000) and that I am not required to tender any of such options in the Offer. I also understand that if I wish to participate in this program, I am required to cancel all options granted to me on or after November 24, 2000. I also understand that all of such Options properly tendered prior to the "Expiration Date" (as defined in the following sentence) and not properly withdrawn will be exchanged for New Options, upon the terms and subject to the conditions of the Offer, including the conditions described in Sections 1 and 6 of the Offer to Exchange. The term "Expiration Date" means 9:00 p.m., Pacific time, on June 22, 2001, unless and until the Company, in its discretion, has extended the period of time during which the Offer will remain open, in which event the term "Expiration Date" refers to the latest time and date at which the Offer, as so extended, expires. 2 I recognize that, under certain circumstances set forth in the Offer to Exchange, the Company may terminate or amend the Offer and postpone its acceptance and cancellation of any Options tendered for exchange. In any such event, I understand that the Options delivered herewith but not accepted for exchange will be returned to me at the address indicated below. THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. All capitalized terms used in this Letter but not defined shall have the meaning ascribed to them in the Offer to Exchange. I agree to all of the terms and conditions of the Offer. HOLDER PLEASE SIGN HERE (See Instructions 1 and 4) You must complete and sign the following exactly as your name appears on the option agreement or agreements evidencing the Options you are tendering. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth the signer's full title and include with this Letter proper evidence of the authority of such person to act in such capacity. SIGNATURE OF OWNER X______________________________________________________ (Signature of Holder or Authorized Signatory) (if completing via email, type name) Date:__________ __, 2001 Name:__________________________________________________ (Please Print) Capacity:______________________________________________ Address:_______________________________________________ (Please include ZIP code) Telephone No. (with area code):________________________ Tax ID/ Social Security No.:___________________________ 3 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of Letter of Transmittal. A properly completed and duly executed --------------------------------- original of this Letter (or a facsimile thereof), and any other documents required by this Letter, must be received by the Company at its address set forth on the front cover of this Letter on or before the Expiration Date. THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. Tenders of Options made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If the Offer is extended by the Company beyond that time, you may withdraw your tendered options at any time until the extended expiration of the Offer. In addition, unless the Company accepts your tendered Options before 9:00 p.m., Pacific time, on Monday, July 23, 2001, you may withdraw your tendered Options at any time after July 23, 2001. To withdraw tendered Options you must deliver a written notice of withdrawal, or a facsimile thereof, with the required information to the Company while you still have the right to withdraw the tendered Options. Withdrawals may not be rescinded and any Options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Options are properly re-tendered prior to the Expiration Date by following the procedures described above. The Company will not accept any alternative, conditional or contingent tenders. All tendering Option Holders, by execution of this Letter (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender, except as provided for in the Offer to Exchange. 2. Inadequate Space. If the space provided herein is inadequate, the ---------------- information requested by the first table in this Letter regarding the Options to be tendered should be provided on a separate schedule attached hereto. 3. Tenders. If you intend to tender options pursuant the Offer, you must ------- complete the table on page 1 of this Letter by providing the following information for each Option that you intend to tender: grant date, exercise price, total number of Option Shares subject to the Option, and number of Option Shares you are tendering. You must tender all of the shares subject to each of your options. 4. Signatures on This Letter of Transmittal. If this Letter is signed by the ---------------------------------------- holder of the Options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the Options are subject without alteration, enlargement or any change whatsoever. If this Letter is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Letter. 5. Requests for Assistance or Additional Copies. Any questions or requests for -------------------------------------------- assistance, as well as requests for additional copies of the Offer to Exchange or this Letter may be directed to John Amster, at the address and telephone number given on the front cover of this Letter. Copies will be furnished promptly at the Company's expense. 6. Irregularities. All questions as to the number of Option Shares subject to -------------- Options to be accepted for exchange, and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Options will be determined by the Company in its discretion, which determinations shall be final and binding on all parties. The Company reserves the right to reject any or all tenders of Options the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Options, and the Company's interpretation of the terms of the Offer (including these instructions) will be 4 final and binding on all parties. No tender of Options will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice. IMPORTANT: THIS LETTER (OR A FACSIMILE COPY THEREOF) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY, ON OR PRIOR TO THE EXPIRATION DATE. 7. Important Tax Information. You should refer to Section 13 of the Offer to ------------------------- Exchange, which contains important tax information. 5 EX-99.(A)(9) 3 dex99a9.txt FORM OF E-MAIL LETTER TO INTERTRUST EMPLOYEES EXHIBIT (a)(9) To: All InterTrust Employees Re: Supplement to InterTrust Technologies Corporation Option Exchange Program. Please read this message in its entirety. Dear InterTrust Employees: We are sending this letter based on comments from the Securities and Exchange Commission (the "SEC") received after filing the recent offer to exchange (the "Offer") outstanding options granted under the InterTrust Technologies Corporation 1995 Stock Plan, 1999 Equity Incentive Plan and 2000 Supplemental Plan (together, the "Plans") with an exercise price of $5.00 or more (after giving effect to InterTrust's two-for-one stock split on February 24, 2000) for new options InterTrust will grant under the Plans. Attached to this letter you will find financial information which supplements the information provided in the Offer. In deciding whether to participate in (or to modify or rescind your participation in) the Offer, please consider this supplemental financial information in making your decision. Any terms that are not otherwise defined in this letter shall have the meanings given to them in the Offer. Additionally, we have attached a revised letter of transmittal (the "Letter of Transmittal") which removes the language requiring employees to acknowledge that they have "read" and "understood" the Offer. You will be required to properly complete and return to us this revised Letter of Transmittal by the expiration date of the Offer. We apologize for the inconvenience to those of you who had already submitted the original Letter of Transmittal. If you wish to tender your options for exchange, you must complete and sign the Letter of Transmittal in accordance with its instructions, and mail or otherwise deliver it and any other required documents to us by fax to (408) 855-0144 or by email to jamster@intertrust.com or by post to InterTrust Technologies ---------------------- Corporation, 4750 Patrick Henry Drive, Santa Clara, California 95054, Attn: John Amster, Vice President, Corporate Development. If you have any questions about the Offer or this supplemental information, please call John Amster at (408) 855-0100. The offer expires on June 22, 2001 at 9:00 p.m., Pacific time, unless it is extended by us. Sincerely, David Ludvigson President E-MAIL ATTACHMENT: Set forth below is a selected summary of our financial information. The selected historical statement of operations data for the years ended December 1999 and 2000 and the selected historical balance sheet data as of December 31, 2000 have been derived from the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2000 that have been audited by Ernst & Young LLP, independent public accountants. The selected historical statement of operations data for the three months ended March 31, 2000 and March 31, 2001 and the selected historical balance sheet data as of March 31, 2001, which are included in InterTrust's quarterly report on Form 10-Q for the quarter ended March 31, 2001, are unaudited, but include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such data. The information presented below should be read together with our consolidated financial statements and related notes. We have presented the following data in thousands, except per share amounts. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DATA (in thousands, except per share amounts)
Three Months Year Ended December 31, Ended March 31, ----------------------- -------------------- 2000 1999 2001 2000 ---- ---- ---- ---- (unaudited) Revenues: Licenses.............................................. $ 4,150 $ 778 $ 1,387 $ 687 Software support and training......................... 3,149 613 730 660 Services.............................................. 244 150 276 -- Hardware.............................................. 445 -- 12 -- -------- -------- -------- -------- Total revenues...................................... 7,988 1,541 2,405 1,541 Cost of revenues: Licenses.............................................. 436 141 137 103 Software support and training......................... 910 470 438 147 Services.............................................. 3,670 436 1,915 643 Hardware.............................................. 445 -- 417 -- -------- -------- -------- -------- Total cost of revenues.............................. 5,461 1,047 2,907 893 -------- -------- -------- -------- Gross profit (loss).................................... 2,527 494 (502) 454 Operating costs and expenses: Research and development.............................. 24,475 16,472 9,391 5,201 Sales and marketing................................... 18,539 6,886 7,610 3,657 General and administrative............................ 9,890 5,588 3,946 2,228 Purchased in-process research and development......... 6,100 -- -- 6,100 Amortization of goodwill and other intangible assets.. 3,004 -- 2,193 -- Amortization of deferred stock compensation........... 3,326 1,704 723 1,006 -------- -------- -------- -------- Total operating costs and expenses.................. 65,334 30,650 23,863 18,192 -------- -------- -------- -------- Loss from operations................................... (62,807) (30,156) (24,605) (17,738) Interest income, net................................... 10,867 1,876 2,770 2,112 Loss on debt and equity investments.................... (3,699) -- -- -- Provision for foreign income taxes..................... (2) (325) -- -- -------- -------- -------- -------- Net loss............................................... $(55,641) $(28,605) $(21,595) $(15,626) ======== ======== ======== ======== Basic and diluted net loss per share................... $ (0.66) $ (0.71) $ (0.24) $ (0.20) ======== ======== ======== ======== Shares used in computing the net loss per share........ 84,016 40,426 91,485 78,931 ======== ======== ======== ========
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
As of December 31, As March 31, ------------------ ------------ 2000 1999 2001 2000 ---- ---- ---- ---- ASSETS Current assets: Cash and cash equivalents................................. $ 23,811 $ 98,286 $ 23,513 $ 86,801 Short-term investments.................................... 134,707 42,548 124,625 26,715 Accounts receivable, net*................................. 3,928 2,562 3,126 1,240 Prepaids and other current assets......................... 2,771 1,182 3,509 2,226 --------- -------- --------- -------- Total current assets................................... 165,217 144,578 154,773 116,982 Property and equipment, net............................... 8,919 3,356 10,950 4,166 Long-term investments..................................... 16,783 -- 26,766 19,591 Restricted long-term investments.......................... 944 -- 944 -- Goodwill and other intangible assets, net................. 29,453 3,426 39,216 21,820 Other assets.............................................. 5,557 137 5,914 417 --------- -------- --------- -------- $ 226,873 $151,497 $ 226,873 $162,976 ========= ======== ========= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.......................................... $ 2,728 $ 2,184 $ 2,089 $ 2,487 Accrued compensation...................................... 2,155 1,113 2,955 1,106 Other accrued liabilities................................. 1,110 1,678 3,378 2,653 Deferred revenue.......................................... 5,915 3,052 4,536 3,576 --------- -------- --------- -------- Total current liabilities.............................. 11,908 8,027 12,958 9.822 Deferred revenue--long-term portion......................... 7,617 10,118 7,948 9,258 Other long term liabilities................................. -- -- 2,008 -- --------- -------- --------- -------- Total liabilities........................................... $ 19,525 $ 18,145 $ 22,914 $ 18,145 ========= ======== ========= ======== Commitments and contingencies Stockholders' equity: Common stock.............................................. 88 79 119 80 Additional paid-in capital................................ 340,380 214,241 372,635 239,632 Deferred stock compensation............................... (3,274) (6,600) (5,873) (5,593) Notes receivable from stockholders........................ (516) (196) (475) (177) Accumulated other comprehensive income (loss)............. 376 (107) 544 (355) Accumulated deficit......................................... (129,706) (74,065) (151,301) (89,691) --------- -------- --------- -------- Total stockholders' equity............................. 207,348 133,352 215,649 143,896 --------- -------- --------- -------- $ 226,873 $151,497 $ 238,563 $162,976 ========= ======== ========= ========
_________________ * Accounts receivable for the periods ended December 31, 2000 and 1999 are net of allowances of $178 and $0, respectively. Accounts receivable for the periods ended March 31, 2001 and 2000 are net of allowances of $1,029 and $0, respectively. The information set forth on pages F-1 through F-23 of InterTrust's Annual Report on Form 10-K for its fiscal year ended December 31, 2000 and pages 3 through 8 of InterTrust's Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2000 is incorporated herein by reference and may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in the Offer to Exchange under "Additional Information." -----END PRIVACY-ENHANCED MESSAGE-----