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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ...... to ......
Commission file number 0-15586
DREAMLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 52-1373960
- ------------------------------------------------ -----------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
425 WEST 15TH ST., FLOOR 3R
NEW YORK, NEW YORK 10011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 313-9400
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
common stock, $0.01 par value per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the closing sale price of the
common stock on March 15, 2000 as reported on the OTC Bulletin Board, was
approximately $83,398,016. Shares of common stock held by each officer and
director and by each person who owns 5% or more of the outstanding common
stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
As of March 15, 2000, the registrant had outstanding
40,368,351 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
See Exhibit Index.
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DREAMLIFE, INC.
FORM 10-K
TABLE OF CONTENTS
Part I Page No.
Item 1. Business..................................................................... 4
Item 2. Properties................................................................... 15
Item 3. Legal Proceedings............................................................ 15
Item 4. Submission of Matters to a Vote of Security Holders.......................... 15
Part II
Item 5 Market for Registrant's Common Equity and Related Stockholder Matters........ 17
Item 6 Selected Financial Data...................................................... 18
Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 19
Item 7A Quantitative and Qualitative Disclosure about Market Risk.................... 29
Item 8 Financial Statements......................................................... 29
Item 9 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure......................................................... 29
Part III
Item 10 Directors and Executive Officers of the Registrant........................... 30
Item 11 Executive Compensation....................................................... 32
Item 12 Security Ownership of Certain Beneficial Owners and Management............... 36
Item 13 Certain Relationships and Related Transactions............................... 39
Part IV
Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K............. 40
Signatures ............................................................................. 43
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PART I
ITEM 1. BUSINESS
Certain statements in this Annual Report on Form 10-K, including
certain statements contained in "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words or
phrases "can be", "expects", "may affect", "may depend", "believes", "estimate",
"project", and similar words and phrases are intended to identify such
forward-looking statements. Such forward-looking statements are subject to
various known and unknown risks and uncertainties and dreamlife, inc.
("Dreamlife") cautions you that any forward-looking information provided by or
on behalf of Dreamlife is not a guarantee of future performance. Dreamlife's
actual results could differ materially from those anticipated by such
forward-looking statements due to a number of factors, some of which are beyond
Dreamlife's control, including (i) the volatile and competitive nature of the
Internet industry, (ii) changes in domestic and foreign economic and market
conditions, (iii) the effect of federal, state and foreign regulation on
Dreamlife's business, (iv) the ability of Dreamlife to attract and maintain
relationships with content providers, (v) intellectual property and other
claims, (v) Dreamlife's ability to successfully implement and execute its
e-commerce or advertising sales and sponsorship strategy and (vi) Dreamlife's
ability to maintain its relationships with its customers in addition to the
risks described below, as well as those discussed in Dreamlife's other public
filings. All such forward-looking statements are current only as of the date on
which such statements were made. Dreamlife does not undertake any obligation to
publicly update any forward-looking statement to reflect events or circumstances
after the date on which any such statement is made or to reflect the occurrence
of unanticipated events.
"Dreamlife", the Dreamlife logo and "Quick Coach" are service marks of
dreamlife, inc. Other marks are the property of their respective owners.
OVERVIEW
Dreamlife is building a premier interactive network for personal and
professional improvement. The Dreamlife web site, WWW.DREAMLIFE.COM, will enable
its members to reach their individual goals in the most important areas of their
lives. It will do so by facilitating a member's ability to assess, define and
pursue his or her dreams through the integration of leading-edge technology,
results coaching, empowerment communities, rewarding courses, educational tools
and a powerful interface with leading experts and peer support.
By harnessing the potential of the Internet, Dreamlife engages its
members to create personalized life plans based on member responses to its
exclusive "Quick Coach" feature. The Quick Coach feature provides
recommendations of online courses, relevant books, audio products, other
learning materials and discussion groups with individuals with similar
interests or goals. The Dreamlife web site also offers opportunities to engage
in dialogues with experts in the following areas:
- Health & Fitness
- Relationships & Family
- Money & Finance
- Mind & Spirit
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- Career & Business
- Creativity & Fun
We officially launched our web site on February 12, 2000.
INDUSTRY BACKGROUND
GROWTH OF THE INTERNET AND ONLINE COMMERCE
The Internet has emerged as a significant global communications
medium, enabling millions of people to share information and conduct business
electronically and providing advertisers and businesses with an attractive
means of marketing and selling their products and services. International Data
Corporation estimates the number of users accessing the web will increase from
approximately 142 million at the end of 1998 to over 500 million by the end of
2003. According to International Data Corporation, the amount of commerce
conducted over the web will top $1 trillion by 2003. Forrester Research, a
research firm that analyzes the future of technological change and its impact,
estimates that the amount spent on online advertising in the United States is
expected to increase to approximately $22.2 billion by 2004. The Internet
enables features and functions that are unavailable in traditional media,
permitting online retailers to interact effectively with customers and
advertisers to target specific demographic groups by capturing valuable data
on customer tastes, preferences and shopping and buying patterns.
GROWTH OF THE SELF-IMPROVEMENT AND CONTINUING ADULT EDUCATION MARKETS
The Company's business addresses two primary markets: (1) the
self-improvement market and (2) the continuing education market. Both of these
markets have demonstrated strong historical growth and we believe they are
poised for healthy expansion.
In 1997, the personal and professional self-improvement industry
generated offline sales of nearly $65.0 billion: $6.0 billion in personal
self-improvement products and services and $58.6 billion in professional
corporate training, products and services. Consumers are projected to spend $7.4
billion in 2000 and $10.3 billion in 2003 on personal self-improvement products
and services. Traditional distribution channels for these products and services
have included infomercials, catalogs, seminars/courses, retreats, books, and
audio/video cassettes. To date, we do not believe that any single online
provider has developed a widely recognized self-improvement brand that appeals
to a cross-section of interests or utilizes a variety of distribution channels.
We plan to provide a new and differentiated distribution channel for
self-improvement products and services.
We believe that education has become critical to both individuals and
employers in today's knowledge and information driven economy. We believe that
online distance learning has become a viable alternative to traditional teaching
methods and is poised for major growth in the next several years. To date,
online education sites have primarily focused on offering accredited degrees or
business and computing courses. Student enrollment in the higher education,
accredited distance-learning segment of the market is project to grow from
710,000 in 1998 to over 2.2 million in 2002.
BUSINESS STRATEGY
Our objective is to be the premier online destination for people
seeking guidance in getting the most out of their personal and professional
lives.
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We believe our success will be dependent on the following key
components of our business plan:
FOCUS ON DEMOGRAPHIC GROUP
Dreamlife is primarily tailored to the interests and needs of
individuals seeking to get the most out of their personal and professional
lives. We believe that this market is looking for:
- a resource to help them make positive changes in the key areas
of their lives;
- access to advice from expert instructors;
- interaction with other people seeking to make similar changes;
and
- products and services that will support these efforts.
For example, a person who wants to learn about how to negotiate a
better salary can quickly:
- access Dreamlife.com and its Career & Business category home
page;
- enroll in expert-led online courses;
- interact with communities of like-minded achievers; and
- select and purchase books on the topic.
Our web site offers a one-stop, online development destination designed
to create a better quality of life for our members with immediate,
cost-effective and life-changing solutions. We believe operating through the
Internet allows us to overcome the limitations of time and travel and the
expense associated with traditional offline personal and professional programs.
POSITIVE ENVIRONMENT FOR ADVERTISING AND COMMERCE
We believe that Dreamlife will appeal to advertisers and consumers
because it combines the following attributes:
- a large, growing target market with highly attractive
demographics;
- opportunities for a high degree of member involvement on the
site, through message boards, chats, and personalized
interactive services, allowing our advertisers to reach people
when they are actively seeking communication and focused on a
goal; and
- affiliations with nationally renowned strategic partners.
Dreamlife also offers a scalable business platform from which we can
generate multiple revenue streams, including:
- banner advertising;
- sponsorship;
- course revenues;
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- pay-per-view events; and
- product sales.
STRONG BRAND RECOGNITION
We believe that building brand recognition of Dreamlife is critical to
attracting and expanding our global Internet user base. We plan to initially
target strategic marketing initiatives to establish Dreamlife's brand
positioning with consumers and experts.
ACTIVE AND GROWING MEMBERSHIP BASE
We intend to grow our membership base and increase member usage through
member promotions, interactive services, community building, distribution
agreements with established portals and co-marketing relationships with renowned
experts. The majority of content and services offered on the Dreamlife web site
requires member registration. Once a user has visited Dreamlife.com, our mission
is not only to convert that visitor to a member, but also to have members return
and transact on the site multiple times. We plan to generate return visits and a
high level of member involvement with the use of personalization features, such
as the Quick Coach, our self-assessment tool and by encouraging community
activity on the site.
GENERATE E-COMMERCE REVENUES
We intend to identify commerce and revenue opportunities that enhance
Dreamlife by offering transaction services in categories that:
- have a high degree of relevance to Dreamlife members;
- fit within or complement a current Dreamlife course; and
- are appropriate for the Internet.
SPONSORSHIP AND ADVERTISING REVENUES
We plan to derive a significant amount of our revenues from the sale of
sponsorships and advertisements by building a leadership position as the
preeminent brand of personal and professional development to the advertising
community. Our sponsorship arrangements will differ from traditional banner
advertising in that they will be designed to achieve broad marketing objectives
such as brand promotion, awareness, product introductions and online research.
BUSINESS DESCRIPTION
MEMBERSHIP
We believe a large and active membership base is critical to our
success. Most features on our web site are restricted to members. Membership is
free and available to Dreamlife visitors who provide us with their name, e-mail
address, zip code and age and choose a member name and password to be used
throughout member-only areas. Members will form Dreamlife's core audience. To
encourage new member acquisition efforts, we have created the following
members-only benefits:
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- Access to online courses led by renowned experts, such as
Anthony Robbins, The Five O'Clock Club-Registered Tradmark-,
Lauren Lawrence and Sanford C. Botkin, CPA, Esq.;
- Weekly live expert chat series;
- Free forums on a variety of subjects, where members can ask
questions, give advice and share thoughts;
- Quick Coach - our unique self-assessment function to create a
personalized life plan;
- Free "Tip of the Day" on each category homepage; and
- "My Journal" - a personalized and confidential online record
to chart progress and growth.
We recognize the importance of maintaining confidentiality of member
information and have a strict privacy policy in effect to protect such
information. Our current privacy policy is set forth on the Dreamlife web site
through our Terms of Service, which is directly linked to the new membership
registration site page. Our current policy is to never sell to any third party
any member's personal identifying information such as his or her name or
address, without the member's written consent. In these instances, our partners
have agreed to be bound by this policy. We do share aggregated member
information with third parties, such as members' zip codes or ages. We also
reserve the right to offer members products and services. We may use information
revealed by members and information built from user behavior to target
advertising, content and e-mail. For example, we may, send e-mail offers to all
members from a particular region or target advertisements to all users who
frequent a specific area of the site.
E-COMMERCE
We have identified the opportunity to generate e-commerce revenues
by selling products or services that have a high degree of relevance to our
members and fit within a content area or provide an opportunity for future
content development. Initially, we are offering products and services to our
users through links to affiliate programs. Ultimately, we will be building an
e-commerce engine that allows us to offer products and services to our users
directly on our web site.
STRATEGIC PARTNERS
To bring members the finest in personal and professional growth
opportunities, build brand recognition and expand our online presence, we have
formed alliances and strategic partnerships with a number of expert
organizations and individuals, including:
- The Anthony Robbins Companies - the family of Tony Robbins
enterprises;
- The Learning Annex -- Registered Trademark -- America's
leading adult education provider;
- The Five O'Clock Club -- Registered Trademark -- a leading
career counseling and networking organization;
- Lauren Lawrence - nationally renowned psychoanalyst, author
and dream analyst;
- Sanford Botkin - Attorney, CPA, and CEO of the Tax Reduction
Institute;
- SmokEnders -- Registered Trademark -- a leading provider of
smoking cessation programs.
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DISTRIBUTION ARRANGEMENTS
We believe branding is an important aspect of our distribution
arrangements and seek distribution relationships to promote our brand. We
recently entered into a relationship with Yahoo! Inc., a leading global Internet
communications, commerce and media company with 120 million users worldwide,
whereby Dreamlife will offer personalized branded content to Yahoo! users on My
Yahoo!(R), a personalized start page that enables users to fully customize their
Internet experience with updated national news, calendar appointments, local
weather reports and more. Dreamlife will also run banner advertisements on
related keyword search page results in the Yahoo! directory. We continue to
evaluate Internet portals and other opportunities for distribution arrangements.
SALES, MARKETING AND PUBLIC RELATIONS
We plan to use a variety of methods to promote the Dreamlife brand and
to attract traffic and new members, including advertising
- on Internet sites,
- through targeted publications,
- on radio stations,
- on cable television, and
- through cross promotional arrangements.
To extend the Dreamlife brand, we have also entered into several
strategic alliances with offline partners. In addition, we plan to leverage
other audience building strategies, including working closely with search engine
submissions, news group postings and cross-promotion with affinity sites to
properly index materials.
OPERATING INFRASTRUCTURE
Our Internet operating infrastructure has been designed and implemented
to support the delivery of millions of page views a day. Web pages are generated
and delivered in response to end-users requests, by four web servers. Key
attributes of this infrastructure include the ability to support growth,
performance and service availability.
Our servers run on the Microsoft NT operating systems and use Microsoft
Corporation's IIS Web server software.
We maintain all of our production servers at an off-site hosting
facility, Exodus Communications. Our operations are dependent upon Exodus
Communications' ability to protect its infrastructure against damage from fire,
hurricanes, power loss, telecommunications failure, break-ins and other events.
Exodus provides comprehensive facilities management services, including human
and technical monitoring of facilities 24 hours per day, seven days per week.
Exodus Communications provides connectivity for our servers to end-users via the
Internet through multiple connections. Our servers can receive power from
multiple sources and are designed to provide power without interruption.
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Our production data is backed up regularly. We are in the process of
developing a comprehensive disaster recovery plan to respond to system failures.
We keep all of our production servers behind firewalls for security purposes and
do not allow outside access, at the operating systems level, except via special
secure web sites. Strict password management and physical security measures are
followed. Computer emergency response team alerts are reviewed, and, where
appropriate, recommended action is taken to address security risks and
vulnerabilities. From time to time, we use the services of third party computer
security experts.
COMPETITION
The market for members, visitors and Internet advertising is new and
rapidly evolving, and competition for members, visitors and advertisers is
intense and is expected to increase significantly in the future. With no
substantial barriers to entry, we expect that competition will continue to
intensify.
We believe that the primary competitive factors in creating community
on the Internet are:
- functionality;
- brand recognition;
- variety of value-added services;
- ease-of-use;
- quality of content; and
- reliability and critical mass.
Other companies or sites that are primarily focused on targeting the
personal and professional improvement and adult learning markets online include
Learn2.com, Smart Planet.com and iVillage.com as well as web sites targeted to
categories such as OnHealth.com. We will likely also face competition in the
future from:
- e-commerce providers;
- content sites;
- commercial online services;
- expert sites;
- community sites; and
- other entities that attempt to or establish communities on the
Internet by developing their own or purchasing one of our
competitors.
There can be no assurance that our competitors and potential
competitors will not develop communities that are equal or superior to ours or
that achieve greater market acceptance than our community.
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We also compete for advertisers and product revenues with traditional
forms of personal and professional improvement and learning products and
services such as infomercials, offline classes and seminars, books, tapes and
videos. We believe that the principal competitive factors in attracting
advertisers include:
- the amount of traffic on our web site;
- brand recognition;
- the demographics of our members and visitors;
- our ability to offer targeted audiences; and
- the overall cost-effectiveness of the advertising medium
offered by us.
We believe that the number of Internet companies relying on web-based
advertising revenues will increase greatly in the future. Accordingly, we will
likely face increased competition, which could in turn have a material adverse
effect on our business, results of operations and financial condition.
Many of our current and potential competitors, including developers of
lifestyle, content and community sites and traditional media companies, have:
- longer operating histories;
- significantly greater financial, technical and marketing
resources;
- greater name recognition; and
- larger existing customer bases.
These competitors are able to undertake more extensive marketing
campaigns for their brands and services, adopt more aggressive advertising
pricing policies and make more attractive offers to potential employees,
distribution partners, commerce companies, advertisers and third-party content
providers. We can not assure you that Internet content providers and Internet
service providers, including developers of web directories, search engines,
sites that offer professional editorial content and commercial online services,
will not be perceived by advertisers as having more desirable web sites for
placement of advertisements. In addition, some of our current content partners
also have established collaborative relationships with certain of our
competitors or potential competitors, and other high-traffic web sites.
Accordingly, there can be no assurance that:
- we will be able to grow our membership, traffic levels and
advertiser customer-base;
- competitors will not experience greater growth in traffic as a
result of these relationships which could have the effect of
making their web sites more attractive to advertisers; or
- our content partners will not sever or will elect not to renew
their agreements with us.
There can be no assurance that we will be able to compete successfully against
our current or future competitors or that competitive pressures faced by us will
not have a material adverse effect on our business, results of operations and
financial condition.
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INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS AND DOMAIN NAMES
We regard our copyrights, service marks, trademarks, trade names, trade
dress, trade secrets, proprietary technology and similar intellectual property
as critical to our success, and rely on trademark and copyright law, trade
secret protection and confidentiality and/or license agreements with our
employees, customers, independent contractors, partners and others to protect
our proprietary rights. We pursue the registration of our trademarks and service
marks in the United States, and have applied for and obtained registration in
the United States for certain of our trademarks and service marks, including
"Dreamlife", the Dreamlife logo and "QuickCoach." Effective trademark, service
mark, copyright and trade secret protection may not be available in every
country in which our products and services are made available online.
We expect that we may license in the future certain of our proprietary
rights, such as trademarks or copyrighted material, to third parties. While we
will attempt to ensure that the quality of our brand is maintained by these
licensees, there can be no assurance that the licensees will not take actions
that might materially adversely affect the value of our proprietary rights or
reputation, which could have a material adverse effect on our business,
financial condition and results of operations. There can be no assurance that
the steps taken by us to protect our proprietary rights will be adequate or that
third parties will not infringe or misappropriate our copyrights, trademarks,
trade dress and similar proprietary rights. In addition, there can be no
assurance that other parties will not assert claims of infringement of
intellectual property or alter proprietary rights against us.
We have not been, but may be, subject to legal proceedings and claims
from time to time in the ordinary course of our business, including claims of
alleged infringement of patents, trademarks and other intellectual property
rights of third parties by us and our licensees. These claims, even if not
meritorious, could result in the expenditure of significant financial and
managerial resources. Further, if these claims are successful, we may be
required to change our trademarks, alter our content, alter our site format and
pay financial damages. There can be no assurance that these changes of
trademarks, alteration of content or format or payment of financial damages will
not adversely affect our business, results of operations and financial
condition.
We may be required to obtain licenses from others to refine, develop,
market and deliver new services. There can be no assurance that we will be able
to obtain any license on commercially reasonable terms or at all or that rights
granted pursuant to any licenses will be valid and enforceable.
HUMAN RESOURCES
As of December 31, 1999, we employed 41 full-time employees, of whom 4
were in sales and marketing, 11 were in editorial and community, 13 were in
finance and administration and 13 were in technology, production and product
development. As we continue to grow and introduce more products, we expect to
hire more personnel, particularly in the areas of editorial, product development
and sales and marketing. None of our current employees are represented by a
labor union or is the subject of a collective bargaining agreement. We believe
that relations with our employees are satisfactory.
OUR RECENT COMPANY HISTORY
CHANGE IN BUSINESS
On April 25, 1999, we announced an Internet initiative including plans
for a network to focus on personal and professional improvement. In connection
with this initiative, on May 27, 1999, we acquired related businesses and rights
to related content and intellectual property, contracted for certain
co-
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marketing and co-promotion activities and raised approximately $15.1 million in
net proceeds in a private placement of equity securities.
On September 16, 1999, we ended our association with our former primary
business when we distributed to holders of our common stock, our interest in
U.S. NeuroSurgical, Inc. ("USN"), then our wholly-owned subsidiary (the
"Spin-Off"). USN owns and operates stereotactic radiosurgery centers using the
Gamma Knife technology. USN is now a separate company no longer owned or
controlled in any way by Dreamlife.
CHANGE IN CONTROL
On May 27, 1999, in connection with our Internet initiative, we
acquired Change Your Life.com, LLC ("CYL") in a transaction accounted for as a
reverse acquisition (the "CYL Transaction"). As a result of the CYL Transaction,
members of CYL obtained voting control of Dreamlife. CYL was formed in April
1999 by Anthony Robbins ("Robbins") to engage in the development of a web site
for personal and professional improvement. The CYL Transaction was effected
pursuant to the Contribution and Exchange Agreement (the "Exchange Agreement")
dated as of May 20, 1999, among Dreamlife, CYL, Robbins, Robbins Research
International Inc., a corporation controlled by Robbins ("RRI"), and CYL
Development Holdings, LLC ("Development Holdings").
Pursuant to the Exchange Agreement, Dreamlife issued a total of
99,059.338 shares of newly-designated Series A Convertible Preferred Stock
("Series A Preferred Stock"), to Robbins, RRI and Development Holdings, the
members of CYL, in exchange for all of the membership interests in CYL. The
shares of Series A Preferred Stock converted into an aggregate of 30,708,396
shares of our common stock on November 4, 1999. Prior to such conversion, the
holders of the Series A Preferred Stock voted on an as converted basis with the
holders of our common stock.
At December 31, 1999, Dreamlife had outstanding 40,368,351 shares of
common stock, of which Robbins and his affiliates owned approximately 57.1%,
Development Holdings owned approximately 19.0% and the holders of our common
stock immediately prior to the CYL Transaction owned approximately 18.1%.
AGREEMENT REGARDING THE ELECTION OF DIRECTORS AND OTHER MANAGEMENT ISSUES
In connection with and pursuant to the Exchange Agreement, we amended
and restated our by-laws (the "Restated By-Laws"). The Restated By-Laws require,
among other things, that the following persons be nominated for election as
members of our Board of Directors (the "Board"):
(i) W. Grant Gregory;
(ii) Charles D. Peebler, Jr.;
(iii) Fredric D. Rosen;
(iv) one person selected by the Board as it existed on May 27,
1999, the date of the closing of the CYL Transaction (the "Old
Board");
(v) three persons designated by Robbins (the "Robbins Directors");
and
(vi) the Chief Executive Officer of Dreamlife (the selection of
which Robbins has the right to approve as described below).
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Development Holdings, Robbins and RRI (collectively, the "CYL
Transaction Group") agreed with each other and Dreamlife to vote their shares
for the election of W. Grant Gregory, Charles D. Peebler, Jr. and Fredric D.
Rosen as members of the Board in connection with the CYL Transaction. The
nominee for director selected by the Old Board was Peter A. Lund. The three
nominees for the Robbins Directors were Anthony J. Robbins, H. Peter Guber and
Bruce L. Stein. When we appoint a Chief Executive Officer, that person is also
anticipated to join our board of directors.
On November 8, 1999, we sent to our stockholders an Information
Statement for the election of the nominees set forth above. On November 18,
1999, the tendered resignations of the Old Board became effective and the
nominees assumed their positions as directors resulting in an entirely new
Board. On March 8, 2000, Mr. Gregory resigned from the Board.
Our Restated Bylaws provide that at each subsequent election of
directors and for so long as Robbins or any of his affiliates hold in the
aggregate at least 10% of the outstanding shares of our common stock or common
stock equivalents, the Board shall consist of the following persons:
(i) three persons to be designated by Robbins or his affiliates;
(ii) four persons nominated by a nominating committee consisting of
the directors of Dreamlife (other than the Robbins Directors
and the Chief Executive Officer of Dreamlife) and their
respective successors; and
(iii) the Chief Executive Officer of Dreamlife.
If any director is unable to serve or, once having commenced to serve,
is removed or withdraws from the Board, the replacement of such director on the
Board will be nominated in accordance with the procedures described above.
In addition, the Restated By-Laws provide that during the term of the
Content Provider Agreement and License (the "Content Provider Agreement")
effective as of April 23, 1999, among CYL, Robbins and RRI, Robbins will have
the right to approve the selection of the Chief Executive Officer of Dreamlife
by the Board (the "CEO Approval Right"). The CEO Approval Right will expire if
the entire interest in Dreamlife (or successor thereto) obtained by Robbins and
RRI in connection with the Exchange Agreement is transferred to any other party
on an involuntary basis, e.g., through bankruptcy proceedings or pursuant to a
court order. The Content Provider Agreement may be terminated by any party
thereto (i) after the tenth anniversary of the launch of the web site on which
Robbins content is offered (the "Launch Date") if Dreamlife does not meet
specified financial benchmarks by such time or (ii) after the eleventh
anniversary of the Launch Date if Dreamlife does not meet certain promotional
criteria with respect to the Robbins content. The Content Provider Agreement may
also be terminated if a material term of certain agreements between Dreamlife
and Robbins and RRI is breached without cure or Dreamlife becomes insolvent, is
liquidated, dissolved or the subject of certain bankruptcy proceedings.
The Restated By-Laws also provide that the Board shall be chaired by a
non-executive Chairman of the Board. The Restated By-Laws provide that the
Chairman of the Board shall be Robbins or a person nominated by Robbins from
among Dreamlife's directors provided that Robbins or his affiliates hold at
least 10% of the outstanding shares of common stock or common stock equivalents.
The Chairman of the Board is also required to serve as Chairman of Dreamlife's
Executive Committee. Robbins currently serves as Chairman of the Board and is
Chairman of Dreamlife's Executive Committee.
Robbins, RRI and Development Holdings have agreed with each other and
with Dreamlife pursuant to the Stockholders' Agreement dated May 27, 1999, among
such parties (the "Stockholders' Agreement")
14
that until the earlier of March 31, 2014 and the termination of the Content
Provider Agreement, each will vote their respective shares of capital stock of
Dreamlife (i) in the manner recommended by the Board and (ii) in favor of the
election, removal and replacement of directors as described above. The
Stockholders' Agreement also contemplated the arrangements described above with
respect to the election of a Chief Executive Officer and a Chairman of the
Board.
ITEM 2. PROPERTIES
We are headquartered in New York, New York, where we lease
approximately 17,000 square feet of space at 425 West 15th Street, Suite 3R. The
lease expires on August 31, 2004. We currently anticipate that we will require
additional space as more personnel are hired.
ITEM 3. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings. We may
from time to time become a party to various legal proceedings arising in the
ordinary course of our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
CHANGE IN CORPORATE NAME TO DREAMLIFE, INC.
By Written Consent in Lieu of a Meeting dated October 28, 1999, holders
representing 30,708,396 shares of Dreamlife's capital stock approved a change in
the company's corporate name from GHS, Inc. to dreamlife, inc. Such shares
represented 76.1% of Dreamlife's outstanding voting stock on the record date for
such consent.
On November 23, 1999, Dreamlife sent to its stockholders an Information
Statement for the amendment of its charter to change the corporate name in
compliance with Delaware law and Rule 14c-2 promulgated under the Securities
Exchange Act of 1934. In accordance with Rule 14c-2, the name change took effect
on December 13, 1999. The name change was made to help create a corporate
identity tied to the company's new business, a network focusing on personal and
professional improvement.
Please read Dreamlife's definitive Information Statement on Form 14C
dated and filed with the Securities Exchange Commission on November 22, 1999,
for more information on the name change.
AMENDMENT TO 1999 EMPLOYEE STOCK OPTION PLAN
By Written Consent in Lieu of a Meeting dated December 17, 1999,
holders representing 30,708,396 shares of Dreamlife's capital stock approved an
amendment to Dreamlife's 1999 Employee Stock Option Plan to increase, by
1,000,000, the number of shares of common stock reserved for issuance under the
1999 Employee Plan, from 2,287,500 shares to 3,287,500 shares. The shares voting
in favor of the amendment represented 76.1% of Dreamlife's outstanding voting
stock on the record date for such consent.
On January 18, 2000, Dreamlife sent to its stockholders an Information
Statement for the amendment to the 1999 Employee Stock Option Plan in compliance
with Delaware law and Rule 14c-2 promulgated under the Securities Exchange Act
of 1934. In accordance with Rule 14c-2, the amendment took effect on February 7,
2000. The amendment was made in light of the expansion of Dreamlife's workforce
to enable Dreamlife to continue to provide incentives to employees to advance
the interests of Dreamlife and to enable Dreamlife to continue to attract
qualified new employees in a competitive marketplace.
15
Please read Dreamlife's definitive Information Statement on Form 14C
dated and filed with the Securities Exchange Commission on January 18, 2000, for
more information on the 1999 Employee Stock Option Plan and the amendment.
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Our common stock is quoted on the OTC Bulletin Board under the symbol
"DLIF". The following table sets forth, for the periods indicated, the high and
low bid prices per share of the common stock as reported on the OTC Bulletin
Board. Over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.
1998 High Low
-------- ------- -------
First Quarter ........................ $ 0.50 $ 0.25
Second Quarter ....................... $ 0.88 $ 0.75
Third Quarter ........................ $ 0.94 $ 0.63
Fourth Quarter ....................... $ 2.88 $ 0.50
1999
--------
First Quarter ........................ $ 6.13 $ 1.94
Second Quarter ....................... $ 18.25 $ 7.88
Third Quarter ........................ $ 16.88 $ 11.00
Fourth Quarter ....................... $ 17.13 $ 11.00
2000
--------
First Quarter (through March 27, 2000) $ 16.50 $ 10.25
On March 27, 2000, the closing sale price of our common stock on the
OTC Bulletin Board was $10 3/4 per share. There were 132 holders of record as of
March 15, 2000. We have no outstanding shares of preferred stock as of March 29,
2000.
On September 9, 1999, 178,582 shares of our Series B preferred stock
and 55,745 shares of our Series C preferred stock converted into 1,785,820 and
557,450 shares, respectively, of common stock in accordance with their terms. On
November 4, 1999, 99,059.338 shares of the Series A Preferred Stock converted
into an aggregate of 30,708,396 shares of our common stock in accordance with
its terms. Prior to such conversion, the holders of each class of our preferred
stock voted on an as converted basis with the holders of our common stock.
17
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data should be read in conjunction with
"Management's Discussion of Financial Condition and Result of Operations" and
our financial statements and notes to those statements and other financial
information included elsewhere in this Annual Report.
April 21, 1999
(inception) to
December 31, 1999
-----------------
Statement of Operations Data:
Revenues ............................................................ $ --
Operating Expenses:
Non-cash compensation expense ....................................... 8,572,000
Amortization of intangible assets ................................... 1,386,000
General and administrative .......................................... 5,119,000
------------
Total operating expenses ....................................... 15,077,000
------------
Loss from operations ................................................ 15,077,000
Interest income ..................................................... 373,000
------------
Net loss ............................................................ (14,704,000)
Beneficial conversion attributable to
preferred stock ..................................................... 13,617,000
------------
Net loss attributable to common stockholders ........................ $(28,321,000)
------------
Basic and diluted net loss per share ........................... $ (1.84)
------------
Weighted average shares of common stock outstanding used in computing
basic and diluted net loss per share ........................... 15,380,542
------------
As of December 31, 1999
-----------------------
Balance Sheet Data:
Cash and cash equivalents............................................ $10,459,000
Working capital ..................................................... 9,990,000
Total assets ....................................................... 18,172,000
Long-term liabilities ............................................... 73,000
Stockholders' equity ................................................ 16,951,000
18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR
FINANCIAL STATEMENTS AND NOTES TO THOSE STATEMENTS AND THE OTHER FINANCIAL
INFORMATION APPEARING ELSEWHERE IN THIS ANNUAL REPORT. IN ADDITION TO HISTORICAL
INFORMATION, THE FOLLOWING DISCUSSION AND OTHER PARTS OF THIS ANNUAL REPORT
CONTAIN FORWARD-LOOKING INFORMATION THAT INVOLVES RISKS AND UNCERTAINTIES.
OVERVIEW
As a result of the following, the discussion and analysis of our
financial condition and results of operations for the period from inception
(April 21, 1999) through December 31, 1999 reflect the operations of
Dreamlife's Internet business from the period commencing on April 21, 1999,
the date of inception of CYL (See Notes 1, 3 and 4 to Dreamlife's financial
statements):
(i) CYL was the acquiror of Dreamlife for accounting purposes in
the reverse acquisition on May 27, 1999 and, thus, the
financial statements presented are those of CYL;
(ii) Dreamlife completed the Spin-Off, which included the spin-off
of Dreamlife's subsidiary, USN, and, except for certain cash,
all its other business related assets (USN's operations were
treated as discontinued operations of Dreamlife for accounting
purposes as of May 20, 1999, the date the Board approved the
Spin-Off); and
(iii) CYL was formed on April 21, 1999 and had not conducted
significant operations prior to the reverse acquisition on May
27, 1999.
In connection with Dreamlife's acquisition of CYL's Internet business
focusing on personal and professional improvement, Dreamlife completed the
following transactions:
- On May 27, 1999, Dreamlife acquired the right and license to
use (subject to certain limitations) the Robbins name in
connection with CYL's Internet business, all goodwill attached
to the Robbins name and likeness for use in CYL's Internet
business, the existing Internet activities of RRI, the
exclusive license to use RRI trademarks, tradenames, goodwill
attached thereto, and the right to use existing programs,
recordings, videos, CD-ROMs, proprietary software packages,
and seminars owned by RRI in CYL's Internet business as well
as various URLs, an online self-help pilot program and a
business plan. See Note 3 to our financial statements.
- On May 27, 1999, Dreamlife acquired Concept Development, Inc.,
which was formed in September 1996 to provide online
general-interest continuing education courses. See Note 4 to
our financial statements.
- On May 27, 1999, Dreamlife entered into a Marketing and
License Agreement with The Learning Annex, a leading provider
of continuing education courses in five cities in the United
States and Canada, for the exclusive online use of its
intellectual property and sale of certain of its merchandise
over the Internet and for certain co-marketing and
co-promotion activities. See Note 4 to our financial
statements.
19
- On May 27, 1999, Dreamlife obtained an option to acquire The
Learning Annex. See Note 4 to our financial statements.
- On May 27, 1999, Dreamlife completed a private placement
resulting in net proceeds to us of approximately $15.1
million. See Note 4 to our financial statements.
PLAN OF OPERATION
As described above, in May 1999, Dreamlife changed its business to a
network to focus on personal and professional improvement from that of USN,
which provided access to stereotactic radiosurgery centers using the Gamma Knife
technology.
We are building a premier interactive network for personal and
professional improvement. We believe our web site, WWW.DREAMLIFE.COM, will
enable our members to reach personal and professional goals by assessing,
defining and pursuing their aspirations through the use of technology, coaching,
communities, courses, educational tools and an interface with experts and peer
support.
We plan to derive revenues from sponsorships, electronic commerce,
advertising and fees for interactive products and services. Our web site was
officially launched on February 12, 2000. Our ability to continually develop our
web site and related functionalities will directly affect the timing of future
revenues. We anticipate that we will begin to generate an immaterial amount of
revenues through the sales of courses and third-party products in the first
quarter of 2000. We anticipate that we will begin to generate ad sales and
sponsorship revenue by the end of 2000. We do not expect to generate significant
revenues until 2001. As with any development stage enterprise, unforeseen
difficulties may arise.
RESULTS OF OPERATION FOR THE PERIOD APRIL 21, 1999 (INCEPTION) THROUGH DECEMBER
31, 1999
No comparison of prior periods is presented below as CYL was formed on
April 21, 1999 and did not conduct operations prior to May 27, 1999.
REVENUES
We did not generate revenues during the period from inception through
December 31, 1999.
INTEREST INCOME
Dreamlife earned interest of approximately $0.4 million on cash
balances acquired in the CYL acquisition and raised in the May 27, 1999 private
placement.
EXPENSES
Operating expenses for the period from inception to December 31, 1999
totaled $15.1 million, of which $10.0 million relates to non-cash items
including $8.6 million of compensation expense for compensatory stock options
granted to employees, directors and consultants of Dreamlife and $1.4 million
relates to the amortization of intangible assets acquired in the Concept
Development and The Learning Annex transactions (see Note 4 to Dreamlife's
financial statements). The remaining $5.1 million of expenses primarily
consist of expenses relating to web site design, legal expenses relating to
the CYL transactions and general corporate matters and expenses related to
prospective content acquisitions. We believe that the cost relating to
compensatory stock options will decline in future periods but that the
amortization of intangibles may increase depending on
20
the amount and nature of future content acquisitions. Dreamlife believes that
the general and administrative expenses will significantly increase as Dreamlife
continues to acquire staff and equipment.
BENEFICIAL CONVERSION ATTRIBUTABLE TO PREFERRED STOCK
Based on the market price of Dreamlife's common stock on the date of
issuance of our Series B Preferred Stock, the Series B Preferred Stock had a
beneficial conversion feature of $13.6 million, which was recognized as a
non-cash charge in loss per share.
LIQUIDITY AND CAPITAL RESOURCES
We had $10.5 million in cash and cash equivalents at December 31, 1999.
For the period from inception through December 31, 1999, cash used in
operating activities was $4.3 million, of which web site development and content
acquisition expenses totaled $2.1 million and legal expenses totaled $0.7
million.
For the period from inception through December 31, 1999, cash used
in investing activities was $3.3 million including $2.1 million of cash paid
in the Concept Development acquisition and related legal fees (see Note 4 to
Dreamlife's financial statements), $0.9 million of capital expenditures and
$0.3 million paid as a security deposit on our New York office lease (see
Note 6 to Dreamlife's financial statements).
Cash provided by financing activities was approximately $18.0 million,
consisting of net proceeds of approximately $15.1 million from a private
placement of equity and $3.0 million cash acquired in the acquisition of CYL.
We believe that we will continue to incur operating losses through at
least 2001. We expect that cash and cash equivalents at December 31, 1999 will
adequately fund initial significant technology hardware and software
expenditures necessary to develop our business and allow us to meet our
operating needs through July 2000. We also expect to significantly increase the
number of employees devoted to our Internet business from 41 at December 31,
1999 to approximately 90 at June 30, 2000 and believe existing cash will fund
related increased costs for at least that period of time. To the extent that
such increased costs exceed existing resources and the acquisition or
development of content and/or marketing requires significant cash consideration,
we anticipate the need to obtain additional financing. We can not assure you
that we will be able to secure additional financing or that such financing, if
any, will be available on favorable terms.
In December 1999, we entered into a Content License Agreement with
Yahoo! Inc. whereby our content will be placed within Yahoo!'s web site for
one year. As of December 31, 1999, under the terms of the Content License
Agreement and a media insertion order, we are obligated to pay Yahoo!
$1,812,500 through December 2000.
RECENT ACCOUNTING PRONOUNCEMENTS
We adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130
requires that we report in our financial statements, in addition to our net
income (loss), comprehensive income (loss), which includes all changes in
equity during a period from nonowner sources including, as applicable,
foreign currency items, minimum pension liability adjustments and unrealized
gains and losses on certain investments in debt and equity securities. There
were no differences between our comprehensive loss and our net loss as
reported.
In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 131, "Disclosure About Segments of an Enterprise and Related
Information." SFAS No. 131 establishes standards for the way that public
business enterprises report information about operating segments. It
21
also establishes standards for related disclosures about products and services,
geographic area and major customers. We have determined that we do not have any
separately reportable business segments.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including derivative instruments
embedded in other contracts, and for hedging activities. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
We are analyzing the impact of SFAS No. 133 on our financial statements.
22
RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION
THE INDEPENDENT ACCOUNTANTS' REPORT ON OUR FINANCIAL STATEMENTS
CONTAINS A "GOING CONCERN" QUALIFICATION. We have incurred significant losses
from our operations since inception. As a result of our continued losses our
independent auditors have issued their report noting that substantial doubt
exists about our ability to continue as a going concern, referring to Note 2
of our financial statements. We can not assure you that we will ever be able
to achieve significant revenues or that our business will ever be profitable.
WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS. We will
require additional financing before the end of the third quarter of 2000. We may
not be able to obtain the financing or obtain it on terms acceptable to us.
Without additional financing, we may be forced to delay, scale back or eliminate
some or all of our product development, marketing and other corporate programs.
Our business, operating results and financial condition may be materially harmed
if revenues do not develop, grow slower than we anticipate, or if operating
expenses exceed our expectations or cannot be reduced accordingly, or if we
cannot obtain additional financing.
WE FACE DIFFICULTIES TYPICALLY ENCOUNTERED BY DEVELOPMENT STAGE
COMPANIES IN NEW AND RAPIDLY EVOLVING MARKETS BECAUSE OF OUR NEW INTERNET
INITIATIVE. We have just recently begun developing an online network that will
initially focus on personal and professional self-improvement. An investor
purchasing our common stock must therefore consider the risks and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets, such as online commerce. These risks include our ability to:
- further develop our web site;
- acquire rights to content for our web site;
- create a customer base;
- respond to changes in a rapidly evolving and unpredictable
business environment;
- maintain current and develop new strategic relationships;
- manage growth;
- continue to develop and upgrade our technology; and
- attract, retain and motivate qualified personnel.
We cannot assure you that any services or products developed by Dreamlife,
independently or with collaborative partners, will achieve market acceptance
with customers.
WE LACK REVENUES AND EXPECT SIGNIFICANT CONTINUING LOSSES, WHICH COULD
DECREASE THE VALUE OF YOUR SHARES. Through December 31, 1999, we have not
generated revenues from our Internet business and expect to continue to incur
significant operating losses and net losses for at least the next several years.
We expect that our operating expenses will increase substantially as we continue
to expand our business. As a result, we will need to generate significant
revenues to achieve profitability. We may not be able to do so.
WE DEPEND ON ANTHONY ROBBINS, OUR CHAIRMAN, TO PROVIDE CONTENT FOR OUR
WEB SITE. We have an agreement with Mr. Robbins, an internationally recognized
leader in peak performance and results coaching, and Robbins Research
International, Inc., a company controlled by Mr. Robbins, that
23
provides us with content for use on our web site and allows us to use related
intellectual property on our web site.
The agreement with the Robbins group may be terminated
- if, after the tenth anniversary of the launch of the web site
on which Robbins content is offered, we do not meet financial
benchmarks specified in the agreement by such time;
- if, beginning after the eleventh anniversary of the launch
date, Dreamlife does not meet specified promotional criteria
on an annual basis;
- if a material term of specified agreements between Dreamlife
and the Robbins group is breached without cure; or
- if we become insolvent, are liquidated, dissolved, or the
subject of specified bankruptcy proceedings.
If our agreement with the Robbins group is terminated, our business
will be materially adversely affected.
WE DEPEND ON A CO-MARKETING ARRANGEMENT WITH THE LEARNING ANNEX. We
have an agreement with The Learning Annex, the leading provider of continuing
education courses in five cities in the United States and Canada, that gives us
the exclusive right to use The Learning Annex's intellectual property online and
to sell certain of The Learning Annex's merchandise online. If our agreement
with The Learning Annex is terminated due to our inability to pay the license
fee, or otherwise, our business will be materially adversely affected.
CONTENT ON OUR WEB SITE MAY NOT ATTRACT SUFFICIENT NUMBERS OF CUSTOMERS
AND ADVERTISERS. Dreamlife's future success will depend upon our ability to
create, license and deliver compelling Internet self-improvement-related content
to attract users to our web site to purchase services and related merchandise
and to attract advertisers to our web site. We cannot assure you that
Dreamlife's content will be attractive to a sufficient number of users to
generate significant revenues. We cannot assure you that Dreamlife will be able
to anticipate, monitor and successfully respond to rapidly changing consumer
tastes and preferences so as to continually attract large numbers of users to
our web site. If we are unable to develop Internet content that allows us to
attract, retain and expand a loyal user base, our business, operating results
and financial condition will be materially adversely affected.
WE WILL RELY, IN PART, ON LICENSED THIRD-PARTY CONTENT FOR USE ON OUR
WEB SITE. We plan to license self-improvement content for our web site in order
to attract and retain users and advertisers. If we are unable to obtain
desirable content from our current licensors or from new licensors, it will
affect the number of visits to our web site, which could materially harm our
business. In addition, if we are unable to obtain content at an acceptable cost,
it could materially harm our ability to compete and our operating results and
financial condition.
OUR SUCCESS DEPENDS ON OUR KEY PERSONNEL. Our success is substantially
dependent on the ability and experience of our senior management and other key
personnel, particularly Beth Polish, our President and Chief Operating Officer,
and Anthony Robbins, our Chairman of the Board and provider of content for use
on our web site. We do not have any employment contracts with members of our
senior management or other key personnel. If one or more members of our
management team become unable or unwilling to continue in their present
positions, our business could be materially harmed.
24
Our senior management team will be assembled in a very short period.
These individuals will likely not have previously worked together. The ability
of our senior managers to work together effectively as a team is critical to
successfully managing our growth. In addition, to manage our anticipated growth,
we must hire more employees. Competition for personnel, particularly those
having software development and other technical expertise, is intense. If we are
unable to hire additional qualified employees, our growth could be impaired.
OUR SUCCESS DEPENDS ON THE CONTINUED GROWTH OF ONLINE COMMERCE. Use of
the Internet by consumers is in its early stages and, as a result, the degree of
acceptance of the Internet as a medium for commerce is uncertain. If online
commerce does not continue to grow or grows more slowly than expected, our
business will be materially harmed. A number of factors could slow the growth of
online commerce, including the following:
- the network infrastructure required to support a substantially
larger volume of transactions may not be developed;
- government regulation may increase;
- telecommunications capacity problems may result in slower
response times; and
- consumers may have concerns about the security of online
commerce transactions.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS. Dreamlife's success will depend upon our ability to attract
customers by providing high-quality content and value-added services. Dreamlife
must also attract significant sources of revenues from paid advertisements and
sponsorships on our web site. The market for personal and professional
improvement industry products and services is intensely competitive. In
addition, the online commerce market for these products and services is new,
rapidly evolving and competitive. If we are unable to successfully compete, our
business, operating results and financial condition would be materially harmed.
Many of our competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing and other resources than we have.
RAPID GROWTH MAY PLACE A SIGNIFICANT STRAIN ON OUR RESOURCES. We
anticipate rapid expansion of our operations as we develop and launch our web
site. If we are unable to manage our growth effectively, our business could be
materially harmed. Our rapid expansion may place a significant strain on our
ability to manage our growth, including our ability to monitor operations, bill
customers, control costs and maintain effective quality controls. Our
anticipated future expansion will increase this strain.
WE COULD EXPERIENCE SYSTEM FAILURES THAT INTERFERE WITH CUSTOMERS'
ACCESS TO OUR WEB SITE AND RELATED SERVICES. Our business will depend on the
efficient and uninterrupted operation of our computer and communications,
hardware and software systems. Systems interruptions that cause our web site to
be unavailable or that reduce our ability to process transactions could
materially harm our business, operating results and financial condition.
Interruptions could result from natural disasters as well as power loss,
telecommunications failure and similar events. We expect some interruptions in
the future. We have not yet established a formal disaster recovery plan. Any
failure to provide reliable service could impair customer satisfaction, lead to
a loss of customers or increase our costs.
IF WE FAIL TO KEEP PACE WITH RAPID CHANGES INVOLVING THE INTERNET, IT
COULD MATERIALLY HARM OUR ABILITY TO ATTRACT AND RETAIN CUSTOMERS. Internet
technology, commercial applications and online
25
uses are all rapidly evolving. If we do not successfully respond to rapid
changes involving the Internet, our business will be materially harmed. In this
regard, we must continue to develop, enhance and improve the responsiveness and
features of our web site and develop new features to meet customer needs. We
also must respond to technological advances and emerging industry standards and
practices on a cost-effective and timely basis.
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS. We
regard our trademarks, trade secrets and similar intellectual property as
important to our success. We have applied for the registration of some of our
trademarks and service marks in the United States and in selected foreign
jurisdictions. We have also entered into licensing agreements. However, our
efforts to establish and protect our intellectual property rights may be
inadequate to prevent misappropriation or infringement of our intellectual
property rights. If we are unable to safeguard our intellectual property rights,
it could materially harm our business, operating results and financial
condition.
WE MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS. Although
we believe that our use of third-party material on our web site is permitted
under current provisions of copyright law, some aspects of Internet content and
commerce law are not clearly settled. We may therefore be the subject of alleged
infringement claims of the trademarks and other intellectual property rights of
third parties. If we become subject to these types of claims, our business could
be materially harmed, even if we successfully defend against the claims. In
addition, we may be unable to maintain rights to information we plan to
disseminate via the Internet.
WE COULD FACE LIABILITY FOR THE INTERNET CONTENT WE PUBLISH. Because
material may be downloaded from our web site and then distributed to others,
there is potential that claims will be made against Dreamlife for defamation,
negligence, copyright or trademark infringement or other theories based on the
nature and content of such material. Such claims have been brought, and
sometimes successfully pressed, against online services in the past. In
addition, we could be exposed to liability with respect to the material that may
be accessible through our branded products and web site. For example, claims
could be made against Dreamlife if we provide information or advice that results
in harm to a user. Dreamlife's insurance may not cover potential claims of this
type or may not be adequate to cover all costs incurred in defense of potential
claims or to indemnify Dreamlife for all liability that may be imposed. Any
costs or imposition of liability that is not covered by insurance or in excess
of insurance coverage could have a material adverse effect on Dreamlife's
business, operating results and financial condition.
THE PROTECTION OF OUR DOMAIN NAMES IS UNCERTAIN BECAUSE THE REGULATION
OF DOMAIN NAMES IS SUBJECT TO CHANGE. We currently hold various web domain names
relating to our brand, including dreamlife.com, dreamlife.net and dreamlife.org.
The acquisition and maintenance of domain names generally is regulated by
governmental agencies and their designees. The regulation of domain names in the
United States and in foreign countries is expected to change in the near future.
As a result, we may be unable to acquire or maintain relevant domain names in
all countries in which we may conduct business. If our ability to acquire or
maintain domain names is limited, it could materially harm our business,
operating results and financial condition.
WE ARE SUBJECT TO GOVERNMENT REGULATION AND LEGAL LIABILITIES THAT MAY
BE COSTLY AND MAY INTERFERE WITH OUR ABILITY TO CONDUCT BUSINESS ON THE
INTERNET. Laws and regulations directly applicable to online commerce or
Internet communications are becoming more prevalent. These laws and regulations
could expose us to compliance costs and substantial liability, which could
materially harm our business, operating results and financial condition. In
addition, the growth of the Internet, coupled with publicity regarding Internet
fraud, may lead to the enactment of more stringent consumer protection laws.
These laws would also be likely to impose additional burdens on our business.
26
WE MAY BE SUBJECT TO LIABILITY FOR SALES AND OTHER TAXES. We do not
plan to collect sales or other similar taxes in most states. Our business could
be materially harmed if additional sales and similar taxes are imposed on us, or
if penalties are assessed on us for past nonpayment of these taxes. Recently
adopted legislation provides that, prior to October 2001, a state cannot impose
sales taxes on products sold on the Internet unless these taxes could be charged
on non-Internet transactions involving the products. During this moratorium, it
is possible that taxing mechanisms may be developed that would, following the
moratorium, impose increasing sales and similar tax burdens on us. If these
burdens are placed on us, our business could be materially harmed and there
could be a material adverse effect on our operating results and financial
condition.
ONE OF OUR STOCKHOLDERS CURRENTLY OWNS MORE THAN 50% OF OUR VOTING
SECURITIES AND HAS SPECIAL RIGHTS AFFECTING CORPORATE GOVERNANCE; HIS
INTERESTS MAY CONFLICT WITH YOURS. Anthony Robbins, our Chairman of the Board,
owns more than 57% of Dreamlife's voting securities, personally and through
Robbins Research International. Mr. Robbins and Robbins Research International
have agreed in a stockholders' agreement with a stockholder that controls over
19% of the voting stock of Dreamlife, to vote their shares (i) for the
recommendation of the Board on matters submitted to a vote of the stockholders
and (ii) for the election of specified nominees to the Board. Mr. Robbins
would be able to control the outcome of any matter requiring stockholder
approval that is not submitted to a vote of the stockholders pursuant to a
recommendation of the Board.
Mr. Robbins has designated three of the six current members of the
Board out of the contemplated eight members of the Board pursuant to the
stockholders' agreement and Dreamlife's bylaws. He has also agreed with
Dreamlife and the over 19% stockholder on the election of an additional three
members. With respect to directors elected in the future, while Mr. Robbins or
any of his affiliates hold at least 10% of the outstanding shares of common
stock or common stock equivalents of Dreamlife, the stockholders' agreement
and Dreamlife's bylaws provide that the Board shall consist of the following
persons:
(i) three persons to be designated by Robbins or his affiliates;
(ii) four persons nominated by a nominating committee consisting of
the directors of Dreamlife (other than the three direct
Robbins designees and the Chief Executive Officer of
Dreamlife) and their respective successors; and
(iii) the Chief Executive Officer of Dreamlife.
In addition, Robbins has the right to approve the Board's selection of
a Chief Executive Officer of Dreamlife during the term of the Content Provider
Agreement and License effective as of April 23, 1999 among Dreamlife, the over
19% stockholder, Robbins and Robbins Research International.
Mr. Robbins' interests may be different than yours.
27
WE HAVE ANTI-TAKEOVER PROVISIONS THAT COULD PREVENT AN ACQUISITION OF
OUR BUSINESS AT A PREMIUM PRICE. Some of the provisions of our certificate of
incorporation and bylaws could discourage, delay or prevent an acquisition of
our company at a premium price or at all. For example, these provisions:
- provide, so long as Anthony Robbins or any of his affiliates
hold at least 10% of the outstanding shares of common stock or
common stock equivalents of Dreamlife, that the Board shall
consist of (i) three persons to be designated by Robbins or
his affiliates; (ii) four persons nominated by a nominating
committee consisting of the directors of Dreamlife (other than
the three direct Robbins designees and the Chief Executive
Officer of Dreamlife) and their respective successors; and
(iii) the Chief Executive Officer of Dreamlife;
- provide that at least two-thirds of the Board approve a
merger or consolidation with another entity or a sale
of all or substantially all of our assets, or acquisition
by us of all or substantially all of the stock or assets of
another entity;
- authorize the issuance of preferred stock in one or more
series; and
- limit the persons who may call special meetings of
stockholders.
In addition, Section 203 of the Delaware General Corporation Law also imposes
restrictions on mergers and other business combinations between us and any
holder of 15% or more of our common stock.
OUR STOCK PRICE MAY FLUCTUATE, WHICH MAY MAKE IT DIFFICULT TO RESELL
YOUR SHARES AT ATTRACTIVE PRICES. The market price of our common stock may be
highly volatile. The market prices of securities of other technology-based
companies, particularly Internet-related companies, currently are highly
volatile. Factors that could cause volatility in our stock price include:
- fluctuations in our quarterly operating results;
- deviations in our results of operations from the estimates of
securities analysts;
- changes in the market valuations of other Internet companies
and stock market price and volume fluctuations generally;
- economic conditions specific to online commerce and the
personal improvement industry;
- announcements by us or our competitors relating to new
services or technologies, significant acquisitions, strategic
relationships, joint ventures or capital commitments;
- regulatory developments; and
- additions or departures of our key personnel.
28
SALES OF SHARES ELIGIBLE FOR FUTURE SALE COULD IMPAIR OUR STOCK PRICE.
As of March 15, 2000, there were 40,368,351 shares of our common stock
outstanding, of which 33,952,951 were restricted securities as that term is
defined by Rule 144 under the Securities Act of 1933, 1,843,270 of which are
registered in an effective registration statement. Such shares will be eligible
for public sale only if registered under the Securities Act or sold in
accordance with Rule 144. The market price of our common stock could drop due to
the sale of a large number of shares of our common stock, such as the shares
sold under this prospectus or under Rule 144, or the perception that these sales
could occur. These factors could also make it more difficult to raise funds
through future offerings of common stock.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by Item 8 are included in this
Annual Report beginning on Page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 10, 1999, the Board voted to engage KPMG LLP, independent
certified public accountant, to act as our independent certified public
accountant effective as of December 3, 1999, thereby dismissing and replacing
Richard A. Eisner & Company, LLP, which was terminated by letter authorized by
the Board on December 10, 1999.
The former accountant's reports for our two most recent fiscal years
did not contain any adverse opinion or disclaimer of opinion, nor were any such
reports modified as to uncertainty, audit scope or accounting principles. There
have been no disagreements between our former accountant and us with regard to
any matters which would have caused such accountant to make reference to the
subject matter thereof with their report.
29
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT
DIRECTOR AND EXECUTIVE OFFICERS
The following table sets forth the director and executive officers of
Dreamlife, their ages and the positions held by them with Dreamlife on March 29,
2000.
NAME AGE POSITION
Beth Polish............................ 39 President and Chief Operating
Officer
Philicia G. Levinson................... 35 Senior Vice President, Chief
Financial Officer,
Secretary and Treasurer
H. Peter Guber (a)..................... 57 Director
Peter A. Lund (b)...................... 58 Director
Charles D. Peebler, Jr. (c)............ 63 Director
Anthony J. Robbins (a)................. 40 Director
Fredric D. Rosen(c). .................. 55 Director
Bruce L. Stein(a)...................... 45 Director
- -------------
(a) Nominated as a Robbins Director
(b) Nominated by the Old Board
(c) Nominated by the CYL Transaction Group
BETH POLISH has served as our President and Chief Operating Officer
since May 1999. From August 1998 through May 1999, Ms. Polish was a consultant
to CYL. Previously, Ms. Polish was managing director of KPMG's new media
consulting practice. From August 1995 through 1996, Ms. Polish was founding
Chief Financial Officer and Senior Vice President Corporate Development for
iVillage, Inc., a leading online women's network. For the three years prior, Ms.
Polish was a Vice President at Bannon & Co., an investment bank specializing in
media, entertainment and communications industries. Ms. Polish received an
M.B.A. from Harvard Business School and an A.B. from Franklin & Marshall
College.
PHILICIA G. LEVINSON joined us in August 1999 and currently serves as
Senior Vice President, Chief Financial Officer, Secretary and Treasurer. Prior
to joining Dreamlife, Ms. Levinson was Senior Vice President, Chief Financial
Officer and Secretary of Headway Corporate Resources, Inc., a publicly-held
staffing and human resources company from March 1999 through August 1999.
Previously, Ms. Levinson served as Senior Vice President, Director of Finance of
Headway from May 1998 through March 1999, Vice President, Director of Corporate
Development of Headway from April 1995 to May 1998, and Director of Client
Service for Whitehall Associates, a division of Headway, from December 1992 to
April 1995. She also held the position of Secretary of Headway from September
1996 through August 1999. Ms. Levinson received an M.B.A from Harvard Business
School and a B.A. from the University of Virginia.
H. PETER GUBER has served as one of our directors since November 1999.
Mr. Guber has also served as Chairman and Chief Executive Officer of Mandalay
Pictures LLC, an entertainment production company, since March 1998. Mr. Guber
also holds a majority ownership position in, and is an executive officer of,
Mandalay Television, Mandalay E-Media and Mandalay Music, and has a significant
ownership interest in, and is an executive officer of, Mandalay Sports
Entertainment and Mandalay Media
30
Arts. From 1989 to 1995, Mr. Guber was Chairman and Chief Executive Officer of
Sony Pictures Entertainment, after which he became Chairman and Chief Executive
Officer of Mandalay Entertainment through mid-1998.
PETER A. LUND has served as one of our directors since November 1999.
Mr. Lund, currently a private investor, was President and Chief Executive
Officer of the CBS Television and Cable Group from January 1997 to June 1997 and
President and Chief Executive Officer of CBS Inc. from November 1995 to January
1997. He also served as President of the CBS Broadcast Group from February 1995
to November 1995. From 1990 to 1995, he served as Executive Vice-President of
the CBS Broadcast Group and President of the CBS Television Network. Mr. Lund is
currently a director of Lycos, Inc., a publicly-held company. He is also a
trustee on the Board of Trustees of the University of St. Thomas.
CHARLES D. PEEBLER, JR. has served as one of our directors since
November 1999. Mr. Peebler recently retired as Chairman Emeritus of True North
Communications Inc., the world's sixth largest advertising agency holding
company. Previously he served as President of True North Communications Inc. and
Chairman and Chief Executive Officer of True North Diversified Companies, a
marketing services wholly-owned subsidiary of True North Communications Inc. He
also served as President and Chief Executive Officer of Bozell, Jacobs, Kenyon &
Eckhardt, Inc. from January 1986 to December 1997, when it was acquired by True
North Communications Inc. Mr. Peebler is currently a director of Valmont
Industries, Inc., the leading manufacturer of mechanized irrigation equipment
for agriculture, and Youbet.com, Inc., the leading online gaming company in the
United States, each a publicly held company.
ANTHONY J. ROBBINS has served as one of our directors and our Chairman
of the Board since November 1999. Mr. Robbins has served as Chairman of the
Board of Robbins Research International, Inc., also known as The Anthony Robbins
Companies, since 1983. Mr. Robbins is an internationally recognized leader in
peak performance and results coaching. He is an international best selling
author of five books on peak performance and wealth management, and his
"Personal Power" audio program is the number-one personal and professional
coaching system of all time with more than 30 million tapes being used to
transform lives worldwide. More than two million people have participated in Mr.
Robbins' live seminars; and each year, individuals from over 70 nations have
attended his Mastery University.
FREDRIC D. ROSEN has served as one of our directors since November
1999. He was President and Chief Executive Officer of Ticketmaster Group,
Inc., the world's largest computer ticketing service company, from December
1993 to June 1998. From September 1982 to December 1993, Mr. Rosen was
Chairman of the Board and Chief Executive Officer of Ticketmaster Group, Inc.
He has acted as a business consultant for various companies and has been
consulting for Dreamlife since June 1999. Mr. Rosen is also currently a
director of Engage Technologies, Inc., a publicly held an Internet profiling
company, and Casden Properties, Inc., a real estate investment company. In
March 2000, Mr. Rosen became Chairman of ZD Events, Inc., a company that
operates trade shows.
BRUCE L. STEIN has served as one of our directors since November 1999.
Mr. Stein served as Worldwide President and a director of Mattel Inc. from
August 1996 to March 1999, and Chief Operating Officer of Mattel Inc. from
September 1997 to March 1999. Mr. Stein also served as President and Chief
Executive Officer of SONY Interactive Entertainment from July 1995 to August
1996. Previously, he served as President of the Kenner Products division of
Hasbro, Inc. from January 1987 to July 1994.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on information available to us, the following persons did not
file Initial Statements of Beneficial Ownership on Form 3 within 10 days of
their
31
becoming a reporting person disclosing their status as such: H. Peter Guber,
Philicia G. Levinson, Peter A. Lund, Charles D. Peebler, Jr., Fredric D. Rosen
and Bruce L. Stein. Each such individual did subsequently file a Form 3 and an
Annual Statement of Beneficial Ownership on Form 5 in a timely manner.
ITEM 11. EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS
In connection with the Spin-off, USN assumed the obligations under the
employment agreement between Mr. Gold and Dreamlife.
In May 1999, Dreamlife entered into a three-year employment agreement
with William Zanker pursuant to which Mr. Zanker will be responsible for such
executive responsibilities as shall be assigned to him by Dreamlife's Chief
Operating Officer. Pursuant to the agreement, Mr. Zanker will receive an annual
base salary of $200,000, subject to increase at the discretion of the Board. If
Mr. Zanker's employment is terminated without cause, he is entitled to severance
compensation in an amount equal to the employee's base salary for the remainder
of the employment term. The agreement also contains confidentiality and
non-competition provisions prohibiting the employee from competing against
Dreamlife and disclosing trade secrets and other proprietary information.
BOARD COMMITTEES
The compensation committee of the Board reviews and recommends to
the Board the compensation and benefits of all executive officers of
Dreamlife, administers Dreamlife's stock option plans and establishes and
reviews general policies relating to compensation and benefits of employees
of Dreamlife. The compensation committee consists of Fredric Rosen and Peter
Lund.
The executive committee of Board consists of Anthony J. Robbins,
Charles D. Peebler, Jr., Fredric D. Rosen and Bruce L. Stein. Mr. Robbins is
the Chairman of the Executive Committee.
DIRECTOR COMPENSATION
All directors are entitled to receive reimbursement for traveling costs
and other out-of-pocket expenses incurred in attending Board meetings.
Dreamlife pays each non-employee director a $2,000 fee for each Board
meeting attended. In December, 1999, we granted to each non-employee director a
one-time, ten-year option to purchase 55,000 shares of common stock at an
exercise price of $10.00 per share under our 1999 Outside Directors Stock Option
Plan. Of each 55,000 grant, options to purchase 15,000 shares vested immediately
on the date of grant and options to purchase the remaining 40,000 shares will
vest in equal semi-annual amounts over two years. Deferred compensation expense
was recognized by Dreamlife in connection with the issuance of such options in
the amount of $1.98 million. Of this amount, $0.63 million was recognized as
compensation expense during the period from April 21, 1999 (inception) to
December 31, 1999 and the remaining $1.35 million will be amortized over the
balance of the two-year vesting period.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued
for the years specified below for Dreamlife's Chief Executive Officer and its
most highly compensated executive officer, other than its Chief Executive
Officer, whose salary and bonus for such fiscal year were in excess of $100,000.
32
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION ANNUAL SALARY
Alan Gold (1)
President and Chief Executive Officer
1999.............................................. $ 63,550
1998.............................................. 207,500
1997.............................................. 115,000
Beth Polish (2)
President and Chief Operating Officer
1999.............................................. $145,601
- --------------
(1) Mr. Gold served as our President until May 1999 and our Chief Executive
Officer until November 1999.
(2) Ms. Polish joined us in May 1999.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth grants of stock options to our most
highly compensated executive officer for the year ended December 31, 1999. The
potential realizable value is calculated based on the term of the option at its
time of grant. It is calculated assuming that the fair market value of our
common stock on the date of grant appreciates at the indicated annual rate
compounded annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated stock price.
These numbers are calculated based on the requirements of the Securities and
Exchange Commission and do not reflect our estimate of future stock price
growth.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
PERCENT OF
TOTAL
OPTIONS POTENTIAL REALIZABLE
NUMBER OF GRANTED TO VALUE AT ASSUMED ANNUAL
SECURITIES EMPLOYEES EXERCISE RATES OF STOCK PRICE
UNDERLYING IN FISCAL PRICE PER APPRECIATION FOR OPTION
OPTIONS YEAR SHARE EXPIRATION TERM
NAME GRANTED (#) (%)(1) ($/SH) DATE 5%($) 10%($)
- ---- ----------- ------ ------ ---- ----- ------
Beth Polish.................. 1,300,000 31.1% (2) 5/27/09 23,704,485 44,557,259
- --------------
(1) Based on options to purchase an aggregate of 4,183,750 shares of common
stock granted under and outside our 1999 Employee Stock Option Plan, our 1999
Consultants Stock Option Plan and our 1999 Outsider Directors Stock Option Plan
in the year ended December 31, 1999 to employees, consultants and directors of
Dreamlife.
(2) Board approved options granted to Ms. Polish consist of (i) 300,000 options
at an exercise price of $4.50 per share, all of which are currently vested, (ii)
225,000 options at an exercise price of $9.00 per share, all of which vest on
May 27, 2000, (iii) 225,000 options at an exercise price of $9.00 per share, all
of which vest on May 27, 2001, (iv) 250,000 options at an exercise price of
$10.00 per share, of which 20,833.33 vest on June 27, 2001 and
33
20,833.33 vest each month thereafter for eleven consecutive months, and (v)
300,000 options at an exercise price of $12.00 per share, of which 25,000 vest
on June 27, 2002 and 25,000 vest each month thereafter for eleven successive
months. Ms. Polish's options were granted outside Dreamlife's current stock
option plans. Compensation expense related to these options was $5,797,000
during the period April 21, 1999 (inception) through December 31, 1999. An
additional $4,322,000 in compensation expense will be recognized over the
remaining vesting period of these options.
FISCAL YEAR END OPTION VALUES
The following table provides certain summary information concerning
stock options held as of December 31, 1999 by our former Chief Executive Officer
and our most highly compensated executive officer, other than our former Chief
Executive Officer. No options were exercised during fiscal 1999 by any of the
officers, other than set forth below. The value of unexercised in-the-money
options at fiscal year-end is based on $16.06 per share, the assumed fair market
value of the common stock at December 31, 1999, less the exercise price per
share.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF SECURITIES EXERCISED UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END
NAME SHARES ACQUIRED VALUE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------------- --------------- ----------- ------------- ----------- -------------
On Exercise (#) Realized ($)
--------------- ------------
Alan Gold(1) ....... 141,052 $1,983,544 -- -- -- --
Beth Polish ........ -- -- 300,000 1,000,000 $3,468,000 $5,910,000
- ------------------
(1) On May 20, 1999, Dreamlife repriced the exercise price of Mr. Gold's options
from $1.00 to $0.75 per share. Mr. Gold exercised, on a cashless basis, options
to purchase 149,000 shares on June 25, 1999, resulting in the issuance of
141,052 shares of our common stock. Based on the average closing bid and asked
prices of our common stock on June 25, 1999 ($14.0625) the total value of the
141,052 shares were approximately $1,983,544.
STOCK OPTION PLANS
1997 STOCK OPTION PLAN
Officers, directors, consultants and other key personnel of Dreamlife
are eligible for option grants under our 1997 Stock Option Plan (the "1997
Plan"), which is administered by the Board. The administration of the 1997 Plan
may be delegated to a committee of the Board in the Board's discretion. The 1997
Plan replaced the expired 1986 Stock Option Plans. There are no options
outstanding under the 1986 Stock Option Plan.
The 1997 Plan authorizes the granting of incentive stock options
("ISOs") and non-qualified stock options ("NSOs") to purchase up to 750,000
shares of common stock at a price not less than 100% (110% in the case of ISO's
granted a person who owns stock possessing more than 10% of the voting power of
Dreamlife) of the fair market value of the common stock on the date of grant and
provides that no portion of an option may be exercised beyond ten years from
that date (five years in the case of ISO's
34
granted to a 10% stockholder). As of December 31, 1999, options to purchase an
aggregate of 325,000 shares had been granted under the 1997 Plan and 425,000
shares were available for future grant.
To the extent not otherwise provided by the Board, options granted
under the 1997 Plan to employees and consultants become exercisable in three
installments, each equal to one-third of the entire option granted and
exercisable on the first, second and third anniversaries of the grant date,
respectively. In the event of termination of an employee's service to Dreamlife,
vested options may be exercised within one year following the date of death or
following a determination of disability and within three months following
termination for any other reason; except that, if such termination is for cause,
the options will not be exercisable following such termination. In no event may
an option be exercised later than the date of expiration of the term of the
option as set forth in the agreement evidencing such option. Options will not be
transferable except upon death (in which case they may be exercised by the
decedent's executor or other legal representative). The 1997 Plan will terminate
by its terms in 2007.
1999 EMPLOYEE STOCK OPTION PLAN
Officers and other full time employees of Dreamlife and any of its
subsidiaries are eligible to participate in the 1999 Employee Stock Option Plan,
which may be administered by the Board or a committee of the Board. An aggregate
of 3,287,500 shares of common stock are reserved for issuance under the 1999
Employee Stock Option Plan. As of December 31, 1999, options to purchase an
aggregate of 2,171,250 shares had been granted, net of forfeitures, under the
1999 Employee Stock Option Plan and 1,116,250 shares were available for future
grant.
The 1999 Employee Stock Option Plan permits grants of ISOs and NSOs. An
employee who owns more than ten percent (10%) of the total combined voting power
of all classes of outstanding stock of Dreamlife or its subsidiaries will not be
eligible for the grant of an ISO, unless the requirements set forth in Section
422(c)(5) of the Internal Revenue Code (the "Code") are satisfied. The exercise
price per share of an option is established by the administrator of the 1999
Employee Stock Option Plan in its discretion, but, in the case of an ISO, may
not be less than the fair market value (or not less than 110% of the fair market
value under the requirements of Section 422(c)(5) of the Code) of a share of
common stock as of the date of grant. NSOs granted under the 1999 Employee Stock
Option Plan may have a specified exercise price that is fixed or varies in
accordance with a predetermined formula while the NSO is outstanding. No
individual is permitted to receive options to purchase common stock during any
fiscal year covering in excess of 500,000 shares of common stock; provided,
however, a newly hired individual may receive options to purchase up to
1,300,000 shares of common stock during the portion of the fiscal year remaining
after his or her date of hire.
Options granted under the 1999 Employee Stock Option Plan may be
exercisable (subject to such restrictions and vesting provisions as the plan
administrator may determine on the date of grant in its discretion), in part
from time to time or in whole at any time after a portion becomes fully vested,
for a period not to exceed ten years from the date of grant, in the case of an
ISO (or five years under the requirements of Section 422(c)(5) of the Code). The
exercise of an option may be accelerated in the event of the optionee's death,
disability or retirement or other events and may provide for expiration prior to
the end of its term in the event of the termination of the optionee's service
with or without cause. Such period will be established by the plan administrator
in its discretion on the date of grant. Options are not transferable except upon
death (in which case they may be exercised by the decedent's executor or other
legal representative).
The 1999 Employee Stock Option Plan provides for partial acceleration
of options granted under the plan under certain circumstances involving certain
changes in control of Dreamlife. The 1999 Employee Stock Option Plan will
terminate by its terms in 2009.
35
1999 OUTSIDE DIRECTORS STOCK OPTION PLAN
Non-Employee directors of Dreamlife and any of its subsidiaries are
eligible for option grants under the 1999 Outside Directors Stock Option Plan,
which is administered by the Board. An aggregate of 385,000 shares of common
stock are reserved for issuance under the 1999 Outside Directors Stock Option
Plan. As of December 31, 1999, options to purchase an aggregate of 330,000
shares had been granted under the 1999 Employee Stock Option Plan and 55,000
shares were available for future grant.
The options granted under the 1999 Outside Directors Stock Option Plan
are NSOs. The exercise price per share of an option is established by the Board
in its discretion. The exercise price per share of an option may be fixed or
vary in accordance with a predetermined formula while the option is outstanding.
Options granted under the 1999 Outside Directors Stock Option Plan are
exercisable (subject to such restrictions and vesting provisions as the Board
may determine on the date of grant in its discretion), in part from time to time
or in whole at any time after a portion becomes fully vested, for a period not
to exceed ten years from the date of grant. The exercise of an option may be
accelerated in the event of the optionee's death, disability or retirement or
other events and may provide for expiration prior to the end of its term in the
event of the termination of the optionee's service with or without cause. Such
period will be established by the Board in its discretion on the date of grant.
Options are not transferable except upon death (in which case they may be
exercised by the decedent's executor or other legal representative). The 1999
Outside Directors Stock Option Plan will terminate by its terms in 2009.
1999 CONSULTANTS STOCK OPTION PLAN
Consultants and other bona fide service providers to Dreamlife and any
subsidiaries are eligible for option grants under the 1999 Consultants Stock
Option Plan, which may be administered by the Board or a committee of the Board.
An aggregate of 327,500 shares of common stock are reserved for issuance under
the 1999 Consultants Stock Option Plan. As of December 31, 1999, options to
purchase an aggregate of 327,500 shares had been granted under the 1999
Consultants Stock Option Plan and no shares were available for future grant.
The options granted under the 1999 Consultants Stock Option Plan are
NSOs. The exercise price per share of an option is established by the
administrator of the 1999 Consultants Stock Option Plan in its discretion. The
exercise price may be fixed or may vary in accordance with a predetermined
formula while the option is outstanding.
Options granted under the 1999 Consultants Stock Option Plan may be
exercisable (subject to such restrictions and vesting provisions as the plan
administrator may determine on the date of grant in its discretion), in part
from time to time or in whole at any time after a portion becomes fully vested,
for a period not to exceed ten years from the date of grant. The exercise of an
option may be accelerated in the event of the optionee's death, disability or
retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the optionee's service with or
without cause. Such period will be established by the plan administrator in its
discretion on the date of grant. Options will not be transferable except upon
death (in which case they may be exercised by the decedent's executor or other
legal representative). The 1999 Consultants Stock Option Plan will terminate by
its terms in 2009.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15, 2000, certain
information concerning beneficial ownership of Dreamlife's voting securities by
(i) each person known to Dreamlife to beneficially own 5%
36
or more of Dreamlife's outstanding voting securities, (ii) all executive
officers and directors of Dreamlife naming them, and (iii) all executive
officers and directors of Dreamlife as a group, without naming them.
Number of Shares
of Percent of
Common Stock Common Stock
Name and Address of Beneficially Beneficially
Beneficial Owner(1) Owned (2) Owned (3)
- ------------------- --------- ---------
Anthony J. Robbins
Chairman of the Board
9191 Towne Center Drive
Suite 600
San Diego, CA 92122......................... 23,031,297 (4) 57.1%
CYL Development Holdings, LLC
330 South Street
P.O. Box 1975
Morristown, NJ 07962-1975................... 7,677,099 (5) 19.0%
Stanley S. Shuman
711 Fifth Avenue
New York, NY 10022.......................... 2,883,000 (6) 7.1%
Allen & Company Incorporated
711 Fifth Avenue
New York, NY 10022.......................... 2,022,000 (7) 5.0%
Fredric D. Rosen
Director.................................... 310,000 (8) *
Beth Polish
President and Chief Operating Officer....... 300,000 (9) *
Philicia G. Levinson
Senior Vice President, Chief Financial Officer, Secretary and Treasurer 0 *
H. Peter Guber
Director.................................... 15,000(10) *
Peter A. Lund
Director.................................... 15,000(10) *
Charles D. Peebler, Jr.
Director.................................... 15,000(10) *
Bruce L. Stein
Director.................................... 15,000 (10) *
All Directors and Executive Officers as
a group (eight persons) 23,701,297 (4) (8) (9) (10) 57.8%
- ----------------------
* less than 1%
(1) Unless otherwise indicated, all shares are beneficially owned and sole
voting and investment power is held by the person named above. Each
holder has an address c/o dreamlife, inc., 425 West 15th Street, Suite
3R, New York, NY 10011, unless otherwise noted.
(2) Generally, a person is deemed to be the beneficial owner of securities
that can be acquired within 60 days from the date set forth above
through the exercise of any option, warrant or right.
37
(3) Based on a total of 40,368,351 shares of common stock. Shares of common
stock subject to options, warrants or rights that are currently
exercisable or exercisable within 60 days are deemed outstanding for
purposes of computing the percentage ownership of the person holding
such options, warrants or rights, but are not deemed outstanding for
purposes of computing the percentage ownership of any other person.
(4) Based in part on a Schedule 13D filed by Robbins and RRI. The shares of
common stock reported hereby were issued upon the conversion of shares
of Dreamlife's Series A Preferred Stock held by Robbins and RRI and
received by them in the CYL Transaction. Of the number of shares of
common stock reported in the table, RRI is the direct holder of
6,909,389 shares. In his capacity as Chairman and sole equity owner of
RRI, Robbins shares voting and dispositive power with respect to the
securities beneficially owned by RRI and may be deemed to be the
beneficial owner of such securities. Robbins, RRI and Development
Holdings have agreed with each other and with Dreamlife pursuant to the
Stockholders' Agreement that until the earlier of March 31, 2014 and
the termination of the Content Provider Agreement, each will vote their
respective shares of capital stock of Dreamlife in the manner
recommended by the Board and in favor of the election, removal and
replacement of directors as described in this report.
(5) Based in part on a Schedule 13D filed by Development Holdings, Kurt T.
Borowsky and David J. Roy. The shares of common stock reported hereby
were issued upon the conversion of shares of Series A Preferred Stock
held by Development Holdings and received by Development Holdings in
the CYL Transaction. In their capacities as managers of Development
Holdings, Messrs. Borowsky and Roy together irrevocably possess the
sole power to vote and dispose of common stock owned by Development
Holdings, and may each, therefore, be deemed to be the beneficial owner
of such securities. Further, a charitable trust, of which Messrs.
Borowsky and Roy are trustees, owns an indirect pecuniary interest in
more than 5% of the shares of common stock held by Development
Holdings. Robbins, RRI and Development Holdings have agreed with each
other and with Dreamlife pursuant to the Stockholders' Agreement that
until the earlier of March 31, 2014 and the termination of the Content
Provider Agreement, each will vote their respective shares of capital
stock of Dreamlife in the manner recommended by the Board and in favor
of the election, removal and replacement of directors as described in
this report.
(6) Includes (i) 1,902,000 shares of common stock held by Allen & Company
Incorporated ("Allen & Company"), (ii) 120,000 shares of common stock
issuable upon exercise of warrants held by Allen & Company and (iii)
20,000 shares of common stock issuable upon exercise of warrants
beneficially owned by Mr. Shuman. Mr. Shuman, who is a Managing
Director of Allen & Company, disclaims beneficial ownership of the
shares and warrants referred to in clauses (i) and (ii) above, except
to the extent of his pecuniary interest therein. Allen & Company
disclaims beneficial ownership of the warrants referred to in clause
(iii) above.
(7) Includes 120,000 shares of common stock issuable upon exercise of
warrants beneficially owned by Allen & Company. Does not include 80,000
shares of common stock issuable upon exercise of warrants owned of
record by Allen & Company in which certain officers and directors of
Allen & Company possess a beneficial interest to which Allen & Company
disclaims beneficial ownership.
(8) Represents 310,000 shares of common stock issuable upon the exercise of
presently exercisable options held by Mr. Rosen.
(9) Represents 300,000 shares of common stock issuable upon the exercise of
presently exercisable options held by Ms. Polish.
(10) Represents 15,000 shares of common stock issuable upon the exercise of
presently exercisable options held by such individual.
38
Item 13. Certain Relationships and Related Transactions
As consideration for financial advisory services rendered by Allen &
Company to Dreamlife through May 27, 1999 in connection with the CYL Transaction
and the acquisition of Concept Development, Inc., Dreamlife agreed to pay Allen
& Company a financial advisory fee of $400,000, payable in installments of
$100,000 on each of August 1, 1999, August 1, 2000, September 1, 2000 and
October 1, 2000. As a result of the Assignment and Assumption Agreement entered
into between Dreamlife and USN in connection with the Spin-Off, USN is solely
responsible for the payment of such fees as such fees relate to events occurring
prior to May 27, 1999. Allen & Company is a significant stockholder of
Dreamlife. William F. Leimkuhler was one of our directors until November 1999
and was a Vice President of Allen & Company at the time of the arrangement
described above and at the time of the private placement described in the next
paragraph.
In May 1999, Dreamlife sold 178,582 shares of newly-designated Series B
preferred stock in a private placement in which it raised approximately $16.1
million in gross proceeds. Allen & Company was paid approximately $1.0 million
in commissions as placement agent in the private placement. The Series B
preferred stock converted into an aggregate of 1,785,820 shares of common stock
on September 9, 1999.
In May 1999, Dreamlife retained Scott & Stringfellow, an investment
banking firm, to prepare an appraisal of USN in connection with the Spin-off.
Mr. Charles H. Merriman III was one of our directors until November 1999 and was
a Managing Director of Scott & Stringfellow at the time of the arrangement.
Pursuant to the Content Provider Agreement, the members of CYL
contributed the exclusive right and license to use (subject to certain
limitations) all goodwill attached to the Robbins name and likeness in
connection with CYL's Internet business, the existing Internet activities and
business of RRI, the exclusive license to use RRI trademarks, tradenames,
goodwill attached thereto, and the right to use existing programs, recordings,
videos, CD-ROMs, proprietary software packages, and seminars owned by RRI in
CYL's Internet business. Also contributed were various URLs, an online self-help
pilot program and a business plan. The terms of the Content Provider Agreement
provide that CYL will share revenues with Robbins and RRI from the online sale
of Robbins, RRI or CYL products. There are also additional amounts due for
off-line sales of Robbins or RRI products.
Fredric D. Rosen, one of our directors, has been consulting for us
since June 1999. Mr. Rosen is paid a monthly consulting fee of $14,000 and is
reimbursed for out of pocket expenses incurred in connection with consulting
services rendered on our behalf. We have also issued to Mr. Rosen a five-year,
immediately exercisable option to purchase 295,000 shares of our common stock at
an exercise price of $10.00 per share under our 1999 Consultants Stock Option
Plan. Compensation expense related to these options of $1,935,000 was recognized
by us during the quarter ended December 31, 1999.
39
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description and Method of Filing
- ------- --------------------------------
2.1 Contribution and Exchange Agreement dated as of May 20, 1999
among the registrant, Change Your Life.com, LLC, Anthony J.
Robbins, Robbins Research International Inc. and CYL
Development Holdings, LLC (1)
2.2 Agreement and Plan of Reorganization dated as of May 27, 1999
among the registrant, Concept Acquisition Corporation, Concept
Development, Inc., William Zanker and Debbie Dworkin (2)
2.3 Agreement of Merger dated as of May 27, 1999 between Concept
Acquisition Corporation and Concept Development, Inc. (2)
3(i).1 Restated Certificate of Incorporation (3)
3(i).2 Certificate of Amendment to Certificate of Incorporation dated
June 18, 1987 (4)
3(i).3 Certificate of Amendment to Certificate of Incorporation dated
November 17, 1989 (5)
3(i).4 Certificate of Amendment to Certificate of Incorporation filed
November 3, 1999 (6)
3(i).5 Certificate of Amendment to Certificate of Incorporation filed
December 13, 1999 (7)
3(ii) Amended and Restated By-Laws (1)
10.1 Content Provider Agreement and License effective as of April
23, 1999 between Change Your Life.com, LLC, Anthony J. Robbins
and Research International Inc. (2) (8)
10.2 Escrow Agreement dated as of May 27, 1999 among the
registrant, Debbie Dworkin and State Street Bank and Trust
Company (2) (8)
10.3 Repurchase Agreement dated as of May 27, 1999 between the
registrant and Debbie Dworkin (2)
10.4 Employment Agreement dated as of May 27, 1999 between the
registrant and William Zanker (1)
10.5 Exclusive License and Marketing Agreement dated as of May 27,
1999 among the registrant, Seligman Greer Communication
Resources, Inc., SGS Communications Resources, Inc., Seligman
Greer Sandberg Enterprises, Inc., SGC Communication Resources
LLC and Learning Annex Interactive LLC (2) (8)
10.6 Option Agreement dated as of May 27, 1999 among the
registrant, Seligman Greer Communication Resources, Inc., SGS
Communication Resources, Inc., Seligman Greer Sandberg
Enterprises, Inc., SGC
40
Communication Resources LLC and Learning Annex Interactive LLC
and certain shareholders and members, as applicable, of such
entities other than the registrant listed therein (2)(8)
10.7 Registration Rights Agreement dated as of May 27, 1999 among
the registrant, Anthony J. Robbins, Robbins Research
International Inc. and CYL Development Holdings, LLC (1)
10.8 Stockholders Agreement dated as of May 27, 1999 among the
registrant, Anthony J. Robbins, Robbins Research International
Inc. and CYL Development Holdings, LLC (1)
10.9 Lease for 425 West 15th Street, Floor 3R, New York, New York
dated May 21, 1999 between the registrant and CFG/AGSB Chelsea
Ninth, L.L.C. (9)
10.10 Distribution Agreement dated May 27, 1999 between the
registrant and USN (10)
10.11 Tax Matters Agreement dated May 27, 1999 between the
registrant and USN (10)
10.12 Assignment and Assumption Agreement dated May 27, 1999 between
the registrant and USN (10)
10.13 1997 Stock Option Plan (11)
10.14 1999 Employee Stock Option Plan (6)
10.15 1999 Outside Directors Stock Option Plan (6)
10.16 1999 Consultants Stock Option Plan (6)
10.17 Content License Agreement dated December 6, 1999 between Yahoo!
Inc. and the registrant, as amended (7) (12)
16 Letter, dated December 13, 1999, of Richard A. Eisner &
Company, LLP (13)
23.1 Consent of KPMG LLP (7)
27.1 Financial Data Schedule (7)
(1) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission as of June
11, 1999.
(2) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission on February
17, 2000.
(3) Incorporated by reference from Exhibit 3.1 to the registrant's
Registration Statement No. 33-4532-W on Form S-18.
(4) Incorporated by reference from Exhibit 3(b) to the registrant's 1987
Annual Report on Form 10-K.
(5) [Incorporated by reference to Exhibit 3(c) to the registrant's 1988
Annual Report on Form 10-K.]
(6) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
(7) Filed herewith
41
(8) Confidential treatment has been granted for certain portions of this
exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
(9) Incorporated by reference to Exhibit 10(i) to the registrant's
Quarterly Report on Form 10-Q for the period from April 21, 1999
through June 30, 1999.
(10) Incorporated by reference to exhibits to U.S. Neurosurgical, Inc.'s (a
former subsidiary of the registrant) Form 10 as filed with the
Securities and Exchange Commission on July 1, 1999.
(11) Incorporated by reference to Exhibit 10(k) to the registrant's 1997
Annual Report on Form 10-K.
(12) Confidential treatment has been requested for certain portions of
this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
(13) Incorporated by reference to Exhibit 16 to the registrant's Form
8-K/A dated December 3, 1999 and filed with the Securities
Exchange Commission on December 15, 1999.
- ----------
(b) Reports on Form 8-K
On December 10, 1999 Dreamlife filed a report on Form 8-K dated
December 3, 1999 under Item 4 (Changes in Registrant's Certified Accountant) to
report our change in auditors from Richard A. Eisner & Company, LLP to KPMG LLP.
On December 15, 1999 Dreamlife filed a report on Form 8-K/A dated
December 3, 1999 under Item 4 (Changes in Registrant's Certified Accountant) to
include as an exhibit to our report dated on December 10, 1999, a letter exhibit
from Richard A. Eisner & Company, LLP as required under Rule 304 of Regulation
S-K of the Securities Act of 1933.
(c) Exhibits
Exhibits required by Section 601 of Regulation S-K (see (a)
above).
(d) Financial Statement Schedules
None
42
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized as of the
30th day of March, 2000.
DREAMLIFE, INC.
By: /s/ Beth Polish
----------------------------------
Beth Polish
President and Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title of Capacities Date
--------- ------------------- ----
/s/ Beth Polish President and Chief Operating Officer March 30, 2000
- -----------------------------
Beth Polish
/s/ Philicia G. Levinson Senior Vice President, Chief Financial March 30, 2000
- ----------------------------- Officer, Secretary & Treasurer
Philicia G. Levinson
/s/ Anthony J. Robbins Director Narch 30, 2000
- -----------------------------
Anthony J. Robbins
/s/ Peter A. Lund Director March 30, 2000
- -----------------------------
Peter A. Lund
/s/ Charles D. Peebler, Jr. Director March 30, 2000
- -----------------------------
Charles D. Peebler, Jr.
/s/ Fredric D. Rosen Director March 30, 2000
- -----------------------------
Fredric D. Rosen
/s/ Bruce L. Stein Director March 30, 2000
- -----------------------------
Bruce L. Stein
43
INDEX TO FINANCIAL STATEMENTS
DREAMLIFE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
Page
----
Independent auditors' report.................................................... F-2
Financial Statements:
Balance sheet as of December 31, 1999.................................. F-3
Statement of operations for the period from April 21, 1999
(date of inception) to December 31, 1999...................... F-4
Statement of stockholders' equity
for the period from April 21, 1999
(date of inception) to December 31, 1999...................... F-5
Statement of cash flows for the period from April 21, 1999
(date of inception) to December 31, 1999...................... F-6
Notes to financial statements................................................... F-7
INDEPENDENT AUDITORS' REPORT
The Board of Directors
dreamlife, inc. (formerly GHS, Inc.):
We have audited the accompanying balance sheet of dreamlife, inc. (formerly GHS,
Inc.) (a development stage enterprise) as of December 31, 1999, and the related
statements of operations, stockholders' equity and cash flows from April 21,
1999 (date of inception) to December 31, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of dreamlife, inc. (formerly GHS,
Inc.) (a development stage enterprise) as of December 31, 1999, and the results
of its operations and its cash flows from April 21, 1999 (date of inception) to
December 31, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in note 2 to the
financial statements, the Company has not generated revenues and has incurred
losses from development stage activities that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ KPMG LLP
New York, New York
March 7, 2000
F-2
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Balance Sheet
December 31, 1999
(in thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents ............................................... $ 10,459
Prepaid expenses and other current assets ............................... 579
Cash held in escrow ..................................................... 100
--------
Total current assets ..................................... 11,138
Property and equipment, net of accumulated depreciation of $83 .............. 1,013
Intangible assets, net of accumulated amortization of $1,386 ................ 5,744
Security deposits ........................................................... 277
--------
Total assets ............................................. $ 18,172
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................ $ 745
Accrued expenses ........................................................ 310
Obligations under capital lease, current portion ........................ 93
--------
Total current liabilities ................................ 1,148
Obligations under capital lease, net of current portion ..................... 73
Stockholders' equity:
Common stock - $.01 par value. Authorized 100,000,000 shares;
issued and outstanding 40,368,351 shares ............................. 403
Additional paid-in capital .............................................. 37,042
Deferred compensation ................................................... (5,790)
Deficit accumulated during the development stage ........................ (14,704)
--------
Total stockholders' equity ............................... 16,951
--------
Total liabilities and stockholders' equity ............... $ 18,172
========
See accompanying notes to financial statements.
F-3
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Statement of Operations
Period from April 21, 1999 (date of inception)
to December 31, 1999
(in thousands, except share and per share amounts)
Expenses:
Noncash compensation expense $ 8,572
Amortization of intangible assets 1,386
General and administrative 5,119
------------
Total operating expenses 15,077
Interest income 373
------------
Net loss (14,704)
Beneficial conversion attributable to preferred stock 13,617
------------
Net loss attributable to common stockholders $ (28,321)
============
Basic and diluted net loss per common share $ (1.84)
============
Basic and diluted outstanding common shares 15,380,542
============
See accompanying notes to financial statements
F-4
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Statement of Stockholders' Equity
Period from April 21, 1999 (date of inception)
to December 31, 1999
(in thousands, except share amounts)
Convertible Preferred Stock Convertible Preferred Stock
Common Stock Series A Par Value $.01 Series B Par Value $.01
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
Issuance of shares pursuant to
merger of dreamlife, inc. and
CYL (notes 1 and 3) 7,047,828 $ 70 -- $ -- -- $ --
Issuance of shares to members
of CYL pursuant to merger
(note 3) -- -- 99,059 1 -- --
Issuance of shares in private
placement, net of expenses -- -- -- -- 178,582 2
Issuance of shares to acquire
Concept Development, Inc.
(note 4) -- -- -- -- -- --
Issuance of shares pursuant to
exclusive license agreement
(note 4) -- -- -- -- -- --
Exercise of stock options 268,857 3 -- -- -- --
Issuance of common stock
options -- -- -- -- -- --
Deferred compensation expense -- -- -- -- -- --
Conversion of Convertible
Preferred Stock Series B 1,785,820 18 -- -- (178,582) (2)
Conversion of Convertible
Preferred Stock Series C 557,450 5 -- -- -- --
Distribution of discontinued
operations -- -- -- -- -- --
Conversion of Convertible
Preferred Stock Series A 30,708,396 307 (99,059) (1) -- --
Net loss for the period from
April 21, 1999 (date of
inception) to
December 31, 1999 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Balance at December 31, 1999 40,368,351 $ 403 -- $ -- -- $ --
========== ========== ========== ========== ========== ==========
Distribution of
Discontinued
Convertible Preferred Stock Additional Operation to
Series C Par Value $.01 Paid-in Common Deferred Accumulated
Shares Amount Capital Stockholders Compensation Deficit Total
------ ------ ------- ------------ ------------ ------- -----
Issuance of shares pursuant to
merger of dreamlife, inc. and
CYL (notes 1 and 3) -- $ -- 4,169 (1,239) -- -- 3,000
Issuance of shares to members
of CYL pursuant to merger
(note 3) -- -- (1) -- -- -- --
Issuance of shares in private
placement, net of expenses -- -- 15,064 -- -- -- 15,066
Issuance of shares to acquire
Concept Development, Inc.
(note 4) 50,000 1 4,499 -- -- -- 4,500
Issuance of shares pursuant to
exclusive license agreement
(note 4) 5,745 -- 517 -- -- -- 517
Exercise of stock options -- -- (3) -- -- -- --
Issuance of common stock
options -- -- 14,362 -- (14,362) -- --
Deferred compensation expense -- -- -- -- 8,572 -- 8,572
Conversion of Convertible
Preferred Stock Series B -- -- (16) -- -- -- --
Conversion of Convertible
Preferred Stock Series C (55,745) (1) (4) -- -- -- --
Distribution of discontinued
operations -- -- (1,239) 1,239 -- -- --
Conversion of Convertible
Preferred Stock Series A -- -- (306) -- -- -- --
Net loss for the period from
April 21, 1999 (date of
inception) to
December 31, 1999 -- -- -- -- -- (14,704) (14,704)
---------- ---------- -------- ---------- --------- --- ------- --------
Balance at December 31, 1999 -- $ -- 37,042 -- (5,790) (14,704) 16,951
========== ========== ======== ========== ========= === ======= ========
See accompanying notes to financial statements.
F-5
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Statement of Cash Flows
Period from April 21, 1999 (date of inception)
to December 31, 1999
(in thousands)
Cash flows from operating activities:
Net loss $(14,704)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash compensation expense 8,572
Depreciation and amortization 1,469
Changes in:
Prepaid expenses and other (579)
Cash held in escrow (100)
Accounts payable and accrued expenses 1,055
--------
Net cash used in operating activities (4,287)
--------
Cash flows from investing activities:
Acquisition of property and equipment (905)
Acquisition of Concept Development, Inc. (2,113)
Payment of security deposits (277)
--------
Net cash used in investing activities (3,295)
--------
Cash flows from financing activities:
Net proceeds from sale of Series B Convertible Preferred Stock 15,066
Cash acquired pursuant to merger of dreamlife, inc. and Change Your Life.com 3,000
Payments under capital lease obligations (25)
--------
Net cash provided by financing activities 18,041
--------
Net increase in cash and cash equivalents and
balance at end of period $ 10,459
========
Supplemental information of noncash investing and financing activities:
Common stock dividend to effect USN Spin-Off (note 3) $ 1,239
========
Computer equipment acquired under capital lease $ 191
========
Issuance of Series C Convertible Preferred Stock in acquisition of Concept
Development, Inc. (note 4) $ 4,500
========
Stock issued for exclusive license agreement (note 4) $ 517
========
See accompanying notes to financial statements.
F-6
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) ORGANIZATION AND BASIS OF PRESENTATION
dreamlife, inc. (formerly GHS, Inc. and a development stage
enterprise) (the "Company" or "dreamlife") commenced development
stage activities in April 1999 that included plans for a network
to focus on personal and professional improvement. The Company
anticipates that it will establish an online learning destination
featuring interactive, expert-instructed courses, community tools,
other expert-based content and services and interactive sales. The
Company's goal is to deliver to consumers the emotional and
motivational power of branded personalities, companies and
institutions in the personal and professional improvement industry
in a unified online experience. Distribution of the Company's
products and services will be accomplished primarily over the
Internet through a branded web site. The Company plans to derive
revenues from sponsorships, electronic commerce, advertising and
fees for interactive products and services. The Company is in the
process of developing the additional infrastructure and
programming necessary to bring its web site to market and, through
December 31, 1999, has not derived any revenue from its planned
principal operations.
The accompanying financial statements present the historical
financial results of Change Your Life.com LLC ("CYL"), which was
formed on April 21, 1999, since the acquisition of CYL by
dreamlife on May 27, 1999 was accounted for as a reverse
acquisition (note 3). Subsequent to May 27, 1999, dreamlife spun
off its discontinued stereotactic radiosurgery center business and
had no results of continuing operations.
Inherent in the Company's business are various risks and
uncertainties, including its limited operating history, historical
operating losses, dependence upon strategic alliances and the
limited history of the need for internet access and enhanced
services.
On October 27, 1999, the Board of Directors of the Company
approved an amendment to the Restated Certificate of
Incorporation to change the corporate name from GHS, Inc. to
dreamlife, inc.
(b) USE OF ESTIMATES
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(c) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid securities with maturities
at the time of purchase of three months or less to be cash
equivalents. Cash equivalents, consisting of money market funds,
at December 31, 1999 were approximately $10,356,000.
F-7
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
(d) PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is
calculated using the straight-line method over the estimated
useful lives of the related assets, generally ranging from three
to five years. Property and equipment under capital leases are
stated at the present value of minimum lease payments and are
amortized using the straight-line method over the shorter of the
lease term or the estimated useful lives of the assets. Leasehold
improvements are amortized using the straight-line method over the
estimated useful lives of the assets or the term of the lease,
whichever is shorter.
(e) IMPAIRMENT OF LONG-LIVED ASSETS
Impairment losses are recorded on long-lived assets used in
operations, including goodwill, when indicators of impairment are
present and the undiscounted future cash flows estimated to be
generated by those assets are less than the assets' carrying
amount. In addition, the recoverability of goodwill is further
evaluated under the provisions of Accounting Principle Board
("APB") Opinion No. 17, "Intangible Assets," based upon estimated
fair value. If such assets are impaired, the impairment to be
recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of their carrying value or
fair value, less costs to sell.
(f) INTANGIBLE ASSETS
Intangible assets include the costs incurred for the acquisition
of Concept Development, Inc. and the Marketing and License and
Option Agreements with The Learning Annex. Amortization is
provided using the straight-line method over three years.
Amortization expense was approximately $1,386,000 for the period
from April 21, 1999 (date of inception) through December 31, 1999.
(g) INCOME TAXES
Deferred tax assets and liabilities are recognized for the
expected future tax consequences of events that have been included
in the financial statements or tax returns. Deferred tax assets
and liabilities are determined based on the difference between the
financial statements and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences
are expected to reverse.
(h) LOSS PER SHARE
Basic loss per share excludes dilution and is computed by dividing
the loss available to common stockholders by the weighted average
number of common shares outstanding for the period. Diluted loss
per share reflects the potential dilution that could occur if
potentially dilutive securities such as convertible preferred
stock, stock options and warrants were exercised or converted into
common stock. Basic and diluted loss per share were the same for
the period April 21, 1999 (date of inception) through December 31,
1999 since the effect of all potential
F-8
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
dilutive common share equivalents was antidilutive. As of December
31, 1999, there were options and warrants exercisable into
4,503,750 shares of common stock.
(i) FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash
equivalents. As of December 31, 1999, the Company had
concentrations of credit risk in one financial institution in the
form of a money market account in the approximate amount of
$10,356,000. At December 31, 1999, the fair value of the Company's
financial instruments approximates their carrying value based on
their terms and interest rates.
(j) STOCK-BASED COMPENSATION
Entities may recognize stock-based compensation expense over the
vesting period for the fair value of all stock-based awards on the
date of grant or continue to apply the provisions of APB Opinion
No. 25 and provide pro forma net earnings (loss) disclosures for
employee stock option grants as if the fair-value-based method had
been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma
disclosures.
(k) RECENT ACCOUNTING PRONOUNCEMENTS
The Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." SFAS No. 130 requires the Company to report in its
financial statements, in addition to its net income (loss),
comprehensive income (loss), which includes all changes in equity
during a period from nonowner sources including, as applicable,
foreign currency items, minimum pension liability adjustments and
unrealized gains and losses on certain investments in debt and
equity securities. There were no differences between the Company's
comprehensive loss and its net loss as reported.
In June 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 131, "Disclosure About Segments of an Enterprise
and Related Information." SFAS No. 131 establishes standards for
the way that public business enterprises report information about
operating segments. It also establishes standards for related
disclosures about products and services, geographic area and major
customers. The Company has determined that it does not have any
separately reportable business segments.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative
instruments, including derivative instruments embedded in other
contracts, and for hedging activities. SFAS No. 133 is effective
for all fiscal quarters of fiscal years beginning after June 15,
1999. The Company is analyzing the impact of SFAS No. 133 on its
financial statements.
F-9
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
(2) LIQUIDITY
The Company has incurred a net loss of $14.7 million for the period from
April 21, 1999 (date of inception) to December 31, 1999. The Company's
management has been developing a broad operational and financing plan
which has been presented to the Company's Board of Directors in December
1999. The plan includes management's cash flow projections, website
development plan and required financing. To support its operations
through December 31, 1999, the Company secured equity financing from the
sale of convertible preferred stock and acquired cash pursuant to the
merger of dreamlife, inc. and Change Your Life.com. Although the Company
had $10.4 million of cash and cash equivalents at December 31, 1999,
significant amounts of additional cash will be needed to implement
management's proposed business plan and to fund losses during the
development stage period. Among other alternatives, the Company is
considering additional equity financings.
(3) DREAMLIFE, INC. REVERSE ACQUISITION OF CHANGE YOUR LIFE.COM, LLC (CYL)
On April 25, 1999, the Company announced an Internet initiative that
included plans for a network to focus on personal and professional
improvement. On May 27, 1999, the Company issued 99,059.338 shares of a
newly-designated Series A Convertible Preferred Stock (the "Series A
Preferred Stock") to the members of CYL in exchange for 100% of the
membership interests in CYL pursuant to a Contribution and Exchange
Agreement (the "Exchange Agreement"). The Series A Preferred Stock
automatically converted into an aggregate of 30,708,396 shares of common
stock on November 4, 1999 (the next business day following the date of
filing a certificate of an amendment to the Company's Restated
Certificate of Incorporation increasing the number of authorized shares
of common stock to a number sufficient to permit such conversion - see
note 10). Prior to conversion, the holders of the Series A Preferred
Stock voted on an as converted basis with the holders of the common
stock. As a result of the issuance of the Series A Preferred Stock
pursuant to the Exchange Agreement, the members of CYL obtained voting
control of dreamlife. Accordingly, for accounting purposes, the
transaction was treated as a reverse acquisition with CYL as the
acquirer. In addition, as the only assets of dreamlife at the time of the
transaction were cash and the net assets of the discontinued operations
of U.S. NeuroSurgical, Inc. ("USN"), a subsidiary of dreamlife at that
time, the transaction was accounted for as a recapitalization of CYL with
the issuance of common stock and options and warrants to purchase common
stock to the pre-transaction holders of common stock in exchange for
cash. Accordingly, the accompanying financial statements are the
historical financial statements of CYL and include the operations of
dreamlife from May 27, 1999. On the balance sheet as of May 27, 1999, the
equity of the Company equaled the cash balance acquired of $3 million,
the net assets of the discontinued operations of USN of $1,239,000 were
reflected as a contra-equity account until they were distributed to the
common stockholders in September 1999 and the common shares outstanding,
amounting to 7,047,828, were those held by dreamlife stockholders prior
to the reverse acquisition.
CYL was formed on April 21, 1999 with membership interests held by
Anthony J. Robbins ("Robbins"), Robbins Research International Inc.
("RRI") and CYL Development Holdings, LLC ("Development Holdings"). In
exchange for their membership interests, the members contributed the
right and license to use, subject to certain limitations, the Robbins
name in connection with CYL's Internet business as set forth in a Content
Provider Agreement and License dated April 23, 1999, all
F-10
goodwill attached to the Robbins name and likeness for use in CYL's
Internet business, the existing Internet activities of RRI, the exclusive
license to use RRI trademarks, trade names, goodwill attached thereto,
and the right to use existing programs, recordings, videos, CD-ROMs,
proprietary software packages and seminars owned by RRI in CYL's Internet
business. Also contributed were various URLs, an online self-help pilot
program and a business plan. The contributed intangible assets were not
ascribed a value by CYL since there was no book value for these assets in
the contributing companies' books and records. CYL did not conduct
operations prior to the acquisition on May 27, 1999. The terms of the
Content Provider Agreement and License provide that CYL will share
varying percentages of revenues with Robbins and RRI from the online sale
of Robbins', RRI's or CYL's products. There are also additional amounts
due for CYL's off-line sales of Robbins or RRI products.
On September 16, 1999, dreamlife completed the spin-off of its wholly
owned subsidiary USN pursuant to an Agreement and Plan of Distribution
("Distribution Agreement") and an Assignment and Assumption Agreement
(the "Assignment Agreement") between dreamlife and USN. Under the
Assignment Agreement, the majority of the assets and liabilities of
dreamlife and its subsidiaries on May 27, 1999 were assigned and
transferred to USN. Pursuant to the Distribution Agreement, dreamlife
distributed to holders of record of the common stock of dreamlife on
September 8, 1999 one share of USN common stock for each share of common
stock of dreamlife owned (the "Spin-Off"). Effective at the time of the
Spin-Off, USN became a separate company no longer owned or controlled by
dreamlife in any way. The results of USN were accounted for as
discontinued operations from May 20, 1999, the date the Board of
Directors of dreamlife formally approved the discontinuance of USN
through a distribution to its stockholders. The results of operations of
USN during the phase-out period (May 20, 1999 through September 16, 1999)
were insignificant.
(4) ACQUISITION, LICENSE AND OTHER TRANSACTIONS
On May 27, 1999, the Company acquired all of the outstanding capital
stock of Concept Development Inc. ("Concept Development"). Concept
Development was formed in September 1996 to provide online
general-interest continuing education courses. Concept Development did
not conduct operations prior to its acquisition and as of May 27, 1999
had assets of $1,000. The Company paid $2.0 million in cash and issued an
aggregate of 50,000 shares of a newly-designated Series C Convertible
Preferred Stock (the "Series C Preferred Stock") in exchange for all of
the outstanding capital stock of Concept Development. Concurrently, the
Company entered into a three-year employment agreement with an employee,
who was the spouse of the sole stockholder of Concept Development. The
shares of Series C Preferred Stock issued in the Concept Development
acquisition automatically converted into an aggregate of 500,000 shares
of common stock on September 9, 1999 (the next business day following the
record date for the Spin-Off). The fair value of the shares issued was
$90 per preferred share, aggregating $4,500,000, based on the price paid
for similar preferred shares issued in a contemporaneous private
placement (described below).
On May 27, 1999, in connection with the Concept Development acquisition,
the Company entered into a repurchase agreement with the sole stockholder
of Concept Development prior to the acquisition whereby the Company has
the right to repurchase the common shares now outstanding and issued in
connection with the Concept Development acquisition if the Concept
Development employee referred
F-11
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
to above ceases to be employed by the Company, unless due to a
termination without cause (as defined in the related employment agreement
dated May 27, 1999) or in connection with a change in control of the
Company after the change in control described above. The number of shares
subject to the repurchase option will be reduced, commencing on August
31, 1999 and ending in the quarter ending May 31, 2002, ultimately to
zero.
The acquisition of Concept Development was accounted for as a purchase
with the purchase price allocated to the intangible assets underlying the
three-year employment agreement including certain noncompete restrictions
and to the license agreement entered into with The Learning Annex
(described below). The resulting intangible assets are being amortized
over three years.
On May 27, 1999, the Company entered into the Exclusive Marketing and
License Agreement (the "Marketing and License Agreement") with The
Learning Annex (defined below) pursuant to which The Learning Annex
granted to the Company the exclusive right to use The Learning Annex's
intellectual property online and to sell certain of The Learning Annex's
merchandise online. The Marketing and License Agreement also provides for
certain co-marketing and co-promotion activities. In exchange, the
Company issued to The Learning Annex certain equity securities and is
required to pay to The Learning Annex an annual license fee. The fair
value of the stock issued of $517,000 was recorded as an intangible asset
and is being amortized over the initial term of the license. "The
Learning Annex" consists of Seligman Greer Communication Resources, Inc.
(d/b/a The Learning Annex of San Francisco), SGS Communication Resources,
Inc. (d/b/a The Learning Annex of Los Angeles), Seligman Greer Sandberg
Enterprises, Inc. (d/b/a The Learning Annex of San Diego), SGC
Communication Resources LLC (d/b/a The Learning Annex of New York) and
Learning Annex Interactive LLC.
The Company also obtained an option to acquire The Learning Annex (the
"Option"). The Option is exercisable, on the terms and subject to the
conditions in the Option Agreement, at any time through May 27, 2004 at
an exercise price based on a prenegotiated price structure. The Company
paid $75,000 on May 27, 1999 for the first year of the Option and is
required to pay $125,000, $200,000, $500,000 and $750,000, respectively,
to maintain the Option in each of the subsequent four years. The annual
fee is charged to expense ratably over each related option year.
On May 27, 1999, the Company sold in a private placement 178,582 shares
of a newly designated Series B Convertible Preferred Stock (the "Series B
Preferred Stock") at a purchase price of $90 per share. The private
placement resulted in net proceeds of approximately $15.1 million. The
shares of Series B Preferred Stock automatically converted into an
aggregate of 1,785,820 shares of common stock on September 9, 1999 (the
next business day following the record date for the Spin-Off). The shares
were sold pursuant to an exemption from the registration requirements of
the Securities Act of 1933. The Company has agreed to file a registration
statement under the Securities Act of 1933 to register the resale of the
shares of common stock issued upon the conversion of the Series B
Preferred Stock. Based on the market price of the Company's common stock
on the date of issuance, the Series B Preferred Stock had a beneficial
conversion feature of $13,616,878, which was recognized as a noncash
charge in loss per share for the period from April 21, 1999 (date of
inception) to December 31, 1999.
F-12
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
The intangible assets resulting from the above transactions are as
follows at December 31, 1999:
Concept Development acquisition $6,613,000
Learning Annex Marketing and License Agreement 517,000
----------
7,130,000
Accumulated amortization 1,386,000
----------
5,744,000
==========
F-13
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
(5) PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1999 consist of the following:
Computer equipment and software $ 590,419
Furniture, fixtures and office equipment 74,012
Leasehold improvements 241,118
Equipment acquired under capital lease 190,696
-----------
1,096,245
Less accumulated depreciation (83,404)
-----------
Total $ 1,012,841
===========
(6) LEASES
The Company leases certain computer and office equipment under capital
leases, and office space under a noncancelable operating lease expiring
in August 2004. In addition, the Company leases certain office equipment
under a noncancelable operating lease expiring in 2002.
Future minimum annual lease payments under capital and noncancelable
operating leases as of December 31, 1999 are as follows:
Capital Operating
Year Ending December 31 Leases Leases
----------------------- ------ ------
2000 $100,393 373,836
2001 74,442 373,836
2002 963 370,550
2003 -- 360,690
2004 -- 150,290
Total minimum payments 175,798 $ 1,629,202
============
Less amount representing interest (10,561)
--------
Present value of net minimum lease
payments
165,237
Less current portion (92,520)
--------
$ 72,717
--------
F-14
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
Rent expense for the period from April 21, 1999 (date of inception) to
December 31, 1999 was $156,323.
(7) STOCK OPTIONS AND WARRANTS
Officers, directors, consultants and other key personnel of the Company
are eligible for option grants under dreamlife's 1997 Stock Option Plan
(the "1997 Plan"), which was established prior to the reverse acquisition
by the accounting acquiree in 1997. During 1998 and 1999, no options were
granted under the 1997 Plan and at December 31, 1999, 175,000 options
were outstanding and 425,000 options were available for future grant
under the 1997 Plan.
The 1997 Plan authorizes the granting of incentive stock options ("ISOs")
and nonqualified stock options ("NSOs") to purchase up to 750,000 shares
of common stock at a price not less than 100% (110% in the case of ISOs
granted to a person who owns stock possessing more than 10% of the voting
power of dreamlife) of the fair market value of the common stock on the
date of grant and provides that no portion of an option may be exercised
beyond ten years from that date (five years in the case of ISOs granted
to a 10% stockholder). To the extent not otherwise provided by the Board
of Directors, options granted under the 1997 Plan to employees and
consultants become exercisable in three equal annual installments. In the
event of termination of an employee's service, vested options may be
exercised within three months following termination; except that, if such
termination is for cause, the options will not be exercisable following
such termination. The 1997 Plan will terminate in 2007.
Effective May 27, 1999, the Company granted to an executive officer of
the Company 300,000 options at an exercise price of $4.50 per share. Such
options vested immediately and expire in May 2009. In addition, the
Company granted to the executive officer 1,000,000 additional options
which will vest over four years from the date of grant and have exercise
prices of $9.00 per share for 225,000 options which vest at the end of
year one, $9.00 per share for 225,000 options which vest at the end of
year two, $10.00 per share for 250,000 options which vest monthly during
year three and $12.00 per share for 300,000 options which vest monthly
during year four. Deferred compensation related to these options was
$10,118,973, of which $5,797,192 was recorded as compensation expense
during the period April 21, 1999 (date of inception) through December 31,
1999. None of the above options were granted under any of the Company's
stock option plans.
On November 3, 1999, the Company adopted three new stock option plans,
the 1999 Employee Stock Option Plan ("1999 Employee Plan"), the 1999
Outside Directors Stock Option Plan ("1999 Directors Plan") and the 1999
Consultants Stock Option Plan.
The 1999 Employee Plan, as amended, provides for the granting of options
to employees to purchase up to 3,287,500 shares of common stock. The 1999
Employee Plan will permit grants of incentive stock options ("ISOs") and
nonqualified stock options ("NSOs"). ISOs will be granted at a price not
less than the fair market value of the common stock on the date of grant.
NSOs may have a specified exercise price that is fixed or varies in
accordance with a predetermined formula while the NSO is outstanding.
F-15
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
Options granted under the 1999 Employee Plan through December 31, 1999
have vesting periods that range from three and a half to four years.
Options may be exercised for a period not to exceed ten years from the
date of grant. Upon a change of control, as defined, vesting will
accelerate on up to 25% of the shares originally covered by an option for
employees employed by the Company at least one year.
During the fourth quarter of 1999, the Company granted 2,226,250 options
under the 1999 Employee Plan. Certain options had exercise prices less
than the fair value of the common stock on the date of grant, which
resulted in deferred compensation of $158,906.
The 1999 Directors Plan provides for the granting of up to 385,000
options to directors who are not common-law employees of the Company.
Options may be exercised for a period not to exceed ten years from the
date of grant. On December 10, 1999, under the provisions of the 1999
Directors Plan, the Company granted various directors of the Company
90,000 options, which vested immediately and 240,000 options which vest
in equal semiannual installments over the two-year period beginning on
November 18, 1999 (the date the new Board of Directors became effective).
Deferred compensation related to these option grants totaled $1,980,000.
The 1999 Consultants Stock Option Plan provides for granting of up to
327,500 options to acquire common stock to consultants and other bona
fide service providers who are not common-law employees of the Company.
The exercise price of options under the 1999 Directors Plan and the 1999
Consultants Stock Option Plan may be fixed or vary in accordance with a
predetermined formula while the option is outstanding, provided that the
exercise price per share shall not be less than the par value of the
common stock. In the fourth quarter of 1999, the Company granted 327,500
options under the 1999 Consultants Stock Option Plan. Such options vested
immediately and expire three to five years from the date of grant. The
fair value of the options, as determined by the Black Scholes option
pricing method, of $2,104,763 was recorded as deferred compensation
expense and expensed in 1999.
A summary of the status of the Company's stock options as of December 31,
1999, and changes during the period from April 21, 1999 (date of
inception) to December 31, 1999, is presented below:
Weighted
Average
Options Exercise Price
------- --------------
Options assumed pursuant to merger of dreamlife
and CYL 459,000 $ 0.75
Granted 4,183,750 11.45
Forfeited (55,000) 11.19
Exercised (284,000) (0.75)
--------- ---------
Outstanding at December 31, 1999 4,303,750 $ 11.01
========= =========
Options exercisable at December 31, 1999 892,500 $ 6.35
========= =========
Weighted average fair value of options granted during
the period $ 10.03
=========
F-16
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
The options exercised above resulted in the net issuance of 268,857
shares of common stock. Based on the market value of the common stock on
the date of exercise, optionholders used 15,143 shares to exercise the
options.
The following table summarizes information related to options outstanding
at December 31, 1999:
Options Outstanding Options Exercisable
Weighted
Number Average Weighted Number Weighted
Outstanding At Remaining Average Exercisable At Average
Range of December 31, Contractual Exercise December 31, Exercise
Exercise Prices 1999 Life (Years) Price 1999 Price
--------------- ---- ------------ ----- ---- -----
$0.75-$1.63 175,000 7.9 $ .75 175,000 $ .75
$3.27-$4.90 300,000 9.4 4.50 300,000 4.50
$8.17-$9.80 450,000 9.4 9.00 -- --
$9.80-$11.44 2,057,500 8.9 10.57 417,500 10.02
$11.44-$13.07 300,000 9.4 12.00 -- --
$14.71-$16.34 1,021,250 10.0 16.16 -- --
--------- --------- ---------- -------- --------
$0.75-$16.34 4,303,750 9.2 $ 11.01 892,500 $ 6.35
========= ========= ========== ======== ========
Pro forma information regarding net loss and diluted loss per share has
been determined as if dreamlife had accounted for its employee stock
options under the fair value method. The following pro forma information
gives effect to compensation expense for the fair value for those options
granted during 1999, which was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted average
assumptions: dividend yield of 0%, volatility of 60%, risk-free interest
rate of 5.0% and an expected life of five years.
For the Period From
April 21, 1999 (Date of
Inception) Through
December 31, 1999
---------------------
(In Thousands, Except
Per Share Data)
Net loss to common stockholders:
As reported $ (28,321)
Pro forma (31,970)
Diluted loss per share:
As reported (1.84)
Pro forma (2.08)
There are 200,000 warrants to acquire common stock at $0.75 per share
that were granted prior to the reverse acquisition of CYL by dreamlife,
which remain outstanding at December 31, 1999. The warrants expire on
November 30, 2003.
F-17
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
(8) INCOME TAXES
Income tax benefit differs from the amounts that would result from
applying the Federal statutory rate of 34% as follows:
December 31,
1999
------------
Expected tax benefit $ (4,999,000)
State income taxes, net of Federal benefit (775,000)
Nondeductible expenses 5,000
Change in valuation allowance 5,204,000
Nondeductible amortization of intangible assets 437,000
Other 128,000
------------
$ --
=============
Temporary differences that give rise to the components of deferred tax
assets and liabilities as of December 31, 1999 are as follows:
Net operating loss carryforward $ 247,000
Noncash compensation expense 3,425,000
Deferred start-up costs for tax purposes 1,457,000
Fixed assets depreciation 18,000
Other, net 57,000
---------------
Deferred tax assets 5,204,000
Valuation allowance (5,204,000)
---------------
Net deferred tax asset $ --
===============
At December 31, 1999, the Company had a net operating loss carryforward
for Federal income tax purposes of approximately $618,000, which is
available to offset future Federal taxable income, if any, through 2019.
Due to the uncertainty regarding the ultimate utilization of the net
operating loss carryforward, no tax benefit for losses has been provided
by the Company and a valuation allowance has been recorded for the entire
amount of the deferred tax asset.
(9) RELATED PARTY TRANSACTIONS
A director of the Company was paid consulting fees during 1999 of
$98,000.
F-18
DREAMLIFE, INC. (FORMERLY GHS, INC.)
(A Development Stage Enterprise)
Notes to Financial Statements
December 31, 1999
(10) EQUITY
On November 3, 1999, the Company filed an amendment to its Restated
Certificate of Incorporation to increase the number of authorized shares
of common stock from 25 million to 100 million.
(11) COMMITMENT
In December 1999, the Company entered into a Content License Agreement
with Yahoo! Inc. whereby the Company's content will be placed within
Yahoo!'s web site for one year. As of December 31, 1999, under the terms
of the Content License Agreement and a media insertion order, the Company
is obligated to pay Yahoo! $1,812,500 through December 2000.
F-19
EXHIBIT INDEX
Exhibit
Number Description and Method of Filing
- ------- --------------------------------
2.1 Contribution and Exchange Agreement dated as of May 20, 1999
among the registrant, Change Your Life.com, LLC, Anthony J.
Robbins, Robbins Research International Inc. and CYL
Development Holdings, LLC (1)
2.2 Agreement and Plan of Reorganization dated as of May 27, 1999
among the registrant, Concept Acquisition Corporation, Concept
Development, Inc., William Zanker and Debbie Dworkin (2)
2.3 Agreement of Merger dated as of May 27, 1999 between Concept
Acquisition Corporation and Concept Development, Inc. (2)
3(i).1 Restated Certificate of Incorporation (3)
3(i).2 Certificate of Amendment to Certificate of Incorporation dated
June 18, 1987 (4)
3(i).3 Certificate of Amendment to Certificate of Incorporation dated
November 17, 1989 (5)
3(i).4 Certificate of Amendment to Certificate of Incorporation filed
November 3, 1999 (6)
3(i).5 Certificate of Amendment to Certificate of Incorporation filed
December 13, 1999 (7)
3(ii) Amended and Restated By-Laws (1)
10.1 Content Provider Agreement and License effective as of April
23, 1999 between Change Your Life.com, LLC, Anthony J. Robbins
and Research International Inc. (2) (8)
10.2 Escrow Agreement dated as of May 27, 1999 among the
registrant, Debbie Dworkin and State Street Bank and Trust
Company (2) (8)
10.3 Repurchase Agreement dated as of May 27, 1999 between the
registrant and Debbie Dworkin (2)
10.4 Employment Agreement dated as of May 27, 1999 between the
registrant and William Zanker (1)
10.5 Exclusive License and Marketing Agreement dated as of May 27,
1999 among the registrant, Seligman Greer Communication
Resources, Inc., SGS Communications Resources, Inc., Seligman
Greer Sandberg Enterprises, Inc., SGC Communication Resources
LLC and Learning Annex Interactive LLC (2) (8)
10.6 Option Agreement dated as of May 27, 1999 among the
registrant, Seligman Greer Communication Resources, Inc., SGS
Communication Resources, Inc., Seligman Greer Sandberg
Enterprises, Inc., SGC
Communication Resources LLC and Learning Annex Interactive LLC
and certain shareholders and members, as applicable, of such
entities other than the registrant listed therein (2)(8)
10.7 Registration Rights Agreement dated as of May 27, 1999 among
the registrant, Anthony J. Robbins, Robbins Research
International Inc. and CYL Development Holdings, LLC (1)
10.8 Stockholders Agreement dated as of May 27, 1999 among the
registrant, Anthony J. Robbins, Robbins Research International
Inc. and CYL Development Holdings, LLC (1)
10.9 Lease for 425 West 15th Street, Floor 3R, New York, New York
dated May 21, 1999 between the registrant and CFG/AGSB Chelsea
Ninth, L.L.C. (9)
10.10 Distribution Agreement dated May 27, 1999 between the
registrant and USN (10)
10.11 Tax Matters Agreement dated May 27, 1999 between the
registrant and USN (10)
10.12 Assignment and Assumption Agreement dated May 27, 1999 between
the registrant and USN (10)
10.13 1997 Stock Option Plan (11)
10.14 1999 Employee Stock Option Plan (6)
10.15 1999 Outside Directors Stock Option Plan (6)
10.16 1999 Consultants Stock Option Plan (6)
10.17 Content License Agreement dated December 6, 1999 between Yahoo!
Inc. and the registrant, as amended (7) (12)
16 Letter, dated December 13, 1999, of Richard A. Eisner &
Company, LLP (13)
23.1 Consent of KPMG LLP (7)
27.1 Financial Data Schedule (7)
- ------------------
(1) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission as of June
11, 1999.
(2) Incorporated by reference to the registrant's Form 8-K/A dated May 27,
1999 and filed with the Securities and Exchange Commission on February
17, 2000.
(3) Incorporated by reference from Exhibit 3.1 to the registrant's
Registration Statement No. 33-4532-W on Form S-18.
(4) Incorporated by reference from Exhibit 3(b) to the registrant's 1987
Annual Report on Form 10-K.
(5) [Incorporated by reference to Exhibit 3(c) to the registrant's 1988
Annual Report on Form 10-K.]
(6) Incorporated by reference to the registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
(7) Filed herewith
(8) Confidential treatment has been granted for certain portions of this
exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
(9) Incorporated by reference to Exhibit 10(i) to the registrant's
Quarterly Report on Form 10-Q for the period from April 21, 1999
through June 30, 1999.
(10) Incorporated by reference to exhibits to U.S. Neurosurgical, Inc.'s (a
former subsidiary of the registrant) Form 10 as filed with the
Securities and Exchange Commission on July 1, 1999.
(11) Incorporated by reference to Exhibit 10(k) to the registrant's 1997
Annual Report on Form 10-K.
(12) Confidential treatment has been requested for certain portions of
this exhibit. Omitted portions have been filed separately with the
Securities and Exchange Commission.
(13) Incorporated by reference to Exhibit 16 to the registrant's Form
8-K/A dated December 3, 1999 and filed with the Securities
Exchange Commission on December 15, 1999.