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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000.
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 000-28871
SWITCHBOARD INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware 04-3321134
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
120 FLANDERS ROAD
WESTBORO, MASSACHUSETTS 01581
(FORMERLY 115 FLANDERS ROAD
WESTBORO, MASSACHUSETTS 01581)
(Address and Zip Code of Principal Executive Offices)
Registrant's telephone number, including area code: 508-898-1122
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
(Title of Class)
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. [ ]
As of March 22, 2001, the aggregate market value of the voting common stock held
by non-affiliates of the Registrant was approximately $13,827,000 (reference is
made to Part II, Item 5 of this Annual Report on Form 10-K for the statement of
assumptions upon which this calculation is based).
On March 22, 2001, there were 25,716,885 shares of the Registrant's common stock
outstanding. The Registrant has no shares of non-voting common stock authorized
or outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 2000 (the "Annual Report to Shareholders") are
incorporated by reference into Parts I and II of this Annual Report on Form
10-K. With the exception of the portions of the Annual Report to
Shareholders expressly incorporated into this Annual Report on Form 10-K by
reference, such document shall not be deemed filed as part of this Form 10-
K.
(2) Portions of the Registrant's Definitive Proxy Statement for its 2001 Annual
Meeting of Stockholders scheduled to be held on May 16, 2001 (the "2001
Proxy Statement"), which will be filed with the Securities and Exchange
Commission not later than 120 days after December 31, 2000, are
incorporated by reference into Part III of this Annual Report on Form 10-K.
With the exception of the portions of the 2001 Proxy Statement expressly
incorporated into this Annual Report on Form 10-K by reference, such
document shall not be deemed filed as part of this Form 10-K.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that are subject to a number of risks and
uncertainties. All statements, other than statements of historical facts
included in this Annual Report on Form 10-K, regarding our strategy, future
operations, financial position, estimated revenues, projected costs, prospects,
plans, and objectives of management are forward-looking statements. When used in
this Annual Report on Form 10-K, the words "will", "believe", "anticipate",
"intend", "estimate", "expect", "project", and similar expressions are intended
to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. We cannot guarantee future results,
levels of activity, performance or achievements and you should not place undue
reliance on our forward-looking statements. Our forward-looking statements do
not reflect the potential impact of any future acquisitions, mergers,
dispositions, joint ventures or strategic alliances. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of various factors, including the risks described in "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Factors Affecting Operating Results, Business Prospects and Market Price of
Stock" and elsewhere in this Annual Report on Form 10-K. We do not assume any
obligations to update any of the forward-looking statements we make.
WEB SITE ADDRESS
Our Web site address is www.switchboard.com. References in this Annual Report
on Form 10-K to www.switchboard.com, switchboard.com, any variations of the
foregoing or any other uniform resource locator or URL, are inactive textual
references only. The information on our Web site or at any other URL is not
incorporated by reference into this Annual Report on Form 10-K and should not be
considered to be a part of this document.
TRADEMARKS
"Switchboard" and "MapsOnUs" are registered service marks of Switchboard
Incorporated. "AdStudio", "What's Nearby", "My Corner", "My Studio", "Think
Outside the Book", "Nearbuy", and "Deals Nearbuy" are service marks of
Switchboard Incorporated. "CBS" and the CBS "eye" device are the registered
trademarks of CBS Broadcasting, Inc. Other product, company or organization
names cited in this Annual Report on Form 10-K may be service marks, trademarks
or trade names of their respective companies or organizations.
1
PART I
ITEM 1. BUSINESS
Overview
Switchboard is a leading provider of directory technology and Nearbuy(SM)
solutions - a tightly integrated suite of products and services promoting local
business across a full range of Internet and wireless platforms. Our flagship
Web site, CBS Switchboard.com, offers a broad range of functions, content and
services including yellow and white pages, product searching, and interactive
maps and driving directions. Viewed more than 80 million times each month, CBS
Switchboard.com showcases our superior technology and breadth of directory
product offerings. Customers such as America Online, a subsidiary of AOL Time
Warner, and Sympatico-Lycos (formerly known as Bell ActiMedia) have standardized
on customized directory platforms developed by us, expanding the reach of our
local merchant network to more and more businesses across the United States.
The Switchboard Solution
We are focused on developing integrated solutions which bring consumers,
merchants, and national advertisers together online to stimulate local commerce.
We connect consumers searching for specific products and services with the
merchants that provide them. Our offerings:
. provide consumers with detailed local information about people
and businesses across the United States;
. give local merchants a fast, easy, cost-effective way to get
their businesses represented online; and
. facilitate commerce by connecting local merchants with consumers.
Benefits to Consumers
Extensive information base. Switchboard provides consumers with detailed
--------------------------
local information, including listings of over 106 million individuals, 13
million businesses, and four million e-mail addresses. We allow consumers to
search for people and businesses beyond the geographic boundaries of traditional
print directories. We offer a free alternative to directory assistance charges
and eliminate the need for consumers to know a specific city or area code
to obtain the desired results. Our powerful search capabilities, interactive
maps, and driving directions allow consumers to locate businesses based on
proximity to their home, office or a planned travel destination. Switchboard
links to a growing base of business Web sites and through the integration of its
product directory, allows consumers to save time by confirming product
availability before heading out to shop. Our patented ad serving technologies
present consumers with multiple merchant advertisements and allow them to
rapidly screen and examine the information they seek.
Powerful search capability. Our proprietary directory architecture,
--------------------------
combined with our intuitive screen displays, allow search results to be
delivered quickly with few page views. These search results can be organized
alphabetically or by geographical proximity. Our innovative "What's Nearby?"
service enables a consumer to input an address anywhere in the country and find
detailed information about nearby businesses, people, government, points of
interest, and regional maps. This feature is ideal for people planning travel,
both personal and business, as well as for people moving or changing job
locations who need to familiarize themselves with their new surroundings.
Integrated maps and driving directions. Our Maps On Us maps and driving
--------------------------------------
directions technology is fully integrated with our directory services. Once a
consumer identifies a desired address, Maps On Us allows the consumer to plot
the most effective route to that destination, including intermediate stopping
points. Consumers may also store previously accessed maps and directions in a
personal address book.
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Personalized experience. We offer our registered users the ability to
-----------------------
personalize their online experience. Users can control their listings in our
white pages and can add information about their profession, education,
affiliations, and other interests. Users can choose from a variety of privacy
options to shield various portions of their online identities. By providing us
with their zip code, users can receive, via e-mail, local money-saving offers
for businesses near their home through our Deals Nearbuy(SM) program.
Benefits to Merchants
Fast, cost-effective Web presence. Our robust system architecture and
---------------------------------
sophisticated Web site building tools enable quick and cost effective
development and deployment of multi-page Web sites for local merchants. We
provide local merchants with a visible Web presence, while eliminating the
technical, administrative, and financial challenges typically associated with
creating and maintaining an effective Web site.
Participation in a leading online local merchant network. We provide local
--------------------------------------------------------
merchants with access to our nationally recognized, highly trafficked merchant
network. Unlike traditional phone books and directory services, our online
directory services, maps, and driving directions provide merchants with exposure
to customers beyond their immediate local area. We acquire and aggregate local
merchant customers into our branded directory and our network of syndicated
directories. We believe our alliance with Viacom Inc. and related license to use
CBS trademarks further enhance the Switchboard brand and offer the opportunity
to generate additional traffic to our merchant customers.
Lead generation. Through innovative offerings such as Nearbuy Merchandising
---------------
services and Nearbuy Promotional services, we access retailer product
inventories and money-saving offers to generate leads and drive local consumers
straight to a business's doorstep. Businesses can cost-effectively gain access
to local shoppers who have already reflected an interest in making a purchase.
Actual sales are generally consummated at traditional store-fronts and not on
the Internet. The quick and easy access to product information and specials
allowed by our services assists businesses in fostering stronger relationships
with existing customers.
Benefits to National Advertisers
Switchboard offers advertisers a wide range of advertising options. Our
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patented ad serving technologies allow advertisers to target specific types of
consumers visiting CBS Switchboard.com or the properties of parties with whom
we have syndication alliances. A national advertiser can buy a site-wide banner
to reinforce its brand, an in-category sponsorship to drive traffic to specific
offers on its site and a yellow pages trademark ad to drive traffic to local
outlets. These options give advertisers significant flexibility to construct
customized campaigns designed to drive traffic at the local or national level to
businesses both offline and online.
Switchboard.com
The foundation of our local merchant network lies in our directory
technology and in our Web site, Switchboard.com. The site showcases our
capabilities and provides a broad range of functions, content, and services
designed to connect consumers and businesses on the Internet. Key features of
Switchboard.com include:
Directory Services
Our yellow pages, white pages, and e-mail directory services provide
consumers with information about people and businesses and, in many cases,
detailed information about the products and services those businesses offer. In
addition to listing information found in traditional directories, our
directories include integrated maps and directions, information about nearby
businesses, display advertisements, and links to merchant Web sites. Consumers
can use our directory services to search by category, geography, and name.
3
We license yellow and white pages directory information under a non-
exclusive agreement with infoUSA Inc., that extends through December 2002.
Based upon infoUSA's extensive listings and verification procedures and our
management's understanding of available alternatives, we believe our database is
the most comprehensive and accurate available database of business and
residential information in the United States. infoUSA is obligated to provide us
with updated data monthly. Under this agreement, we pay infoUSA annual
royalties.
In November 2000, we acquired Envenue, Inc., a Boston-based wireless
product serching company. Technology acquired from Envenue led to the
development of our next generation Find a Product directory service. This
service helps consumers find and buy the things they want from local traditional
store-front merchants. By importing and organizing high volumes of data from
retail inventory databases, point-of-sale systems, and other sources of
structured product information, our product directory platform lets consumers
easily perform complex product searches by inputting a wide array of criteria
including product descriptions, brands, and model numbers.
Our directories provide users, merchants, and advertisers with powerful
tools to customize how they represent themselves on the Web. Users and merchants
can edit their listings in our directories by updating and supplementing
information about themselves. These tools help users and merchants to be found
and ensure that the information about them is accurate and personalized.
Localized Content
Our "What's Nearby?" service provides relevant information about the
surrounding local merchants and establishments related to a user search. "What's
Nearby?" provides links to local businesses in the entertainment, travel,
recreation, shopping, health, and real estate sectors based on the user's target
search location. In addition, this service provides mapping features and links
to Web sites related to the region, government offices, points of interest, and
other useful information. This information is integrated into our white pages,
yellow pages, and mapping features, allowing users to access businesses,
information, and services in the context of their searches.
Maps and Directions
Our Maps On Us technology integrates maps and driving directions into many
areas of our Web site. Maps generated by Maps On Us provide users with
sophisticated viewing options, including multiple levels of zoom, full and half
screen pans, map center selection, labeling of roads and other points of
interest, map size, color or monochrome rendering, and latitude/longitude
display. Our technology provides users with a powerful tool to plan the shortest
or fastest route from a starting point to a destination including up to five
intermediate locations. They can also choose to avoid or use major highways. Our
"best tour" function lets users enter a number of locations in any order and
will designate the most efficient route from start to finish. Maps are displayed
with detailed turn-by-turn directions, all of which can be forwarded to others
by e-mail.
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Technology Licensing and Content Syndication
Switchboard extends the reach of our merchant network beyond the CBS
Switchboard.com Web site by licensing our proven directory technology and
syndicating our directory content to other sites and to entities with whom we
have established strategic relationships. Examples of these relationships are
our alliances with AOL and Sympatico-Lycos.
AOL. In December 2000 Switchboard and AOL announced the formation of a
---
multi-year technology, marketing and services alliance to develop a new
directory and local advertising platform and product set to be featured across
key AOL properties. Under the agreement, we will be the exclusive provider of
infrastructure services and directory technology for new AOL yellow pages
products that will make use of the platform, commencing initially with
integration into Netscape.com and CompuServe. AOL's local and national sales
force will actively market and sell directory advertisements for the platform
directly, and through existing and newly developed sales channels.
Sympatico-Lycos. We entered into a relationship with Canadian based
----------------
Sympatico-Lycos in September 1999. Under the terms of the three-year non-
exclusive agreement with Sympatico-Lycos, we agreed to develop, customize, host,
and license versions of our white pages, yellow pages, and other of our services
for use by Sympatico-Lycos on our own Web sites and Web sites owned by
affiliates of Sympatico-Lycos. Sympatico-Lycos pays us development and
engineering fees, annual license fees, and a share of their revenue. We also
agreed with Sympatico-Lycos to include links to each other's Web sites on our
Web sites and to limited licenses of each other's trademarks.
Merchant Services
We provide merchants with a broad range of services to help them establish,
manage, and expand their online presence as their business evolves. Nearbuy(SM),
a tightly integrated suite of Switchboard products and services promoting local
business across a full range of Internet and wireless platforms, is dedicated to
helping businesses of all sizes connect with consumers through locally targeted
solutions. Nearbuy provides the framework under which our wide array of product
offerings are marketed nationally, regionally, and locally.
Our Nearbuy solutions are broken into six distinct groups:
. Nearbuy Directory Services; Yellow Pages, Product Directory, White
Pages. Nearbuy directory services are customized versions of our
directory services, designed to enable online businesses to increase
traffic, content, and revenue.
. Nearbuy Marketing Services; End-to-end Local Merchant Services.
Nearbuy marketing services are an easy way to implement turnkey suites
of offerings, which enable organizations with existing merchant
relationships to provide those merchants with a variety of Internet
services. These services include a range of integrated sales, Web site
construction, Web site hosting, advertising, and customer support
options.
. Nearbuy Advertising Services; Yellow Pages Display Advertising, Banner
Advertising, and Site Sponsorships. Nearbuy advertising services are
an expansive collection of advertising solutions which enable
customers of all sizes to promote their businesses to the nearly four
million consumers searching for products and services each month on
the popular CBS Switchboard.com Web site and throughout the
Switchboard network.
. Nearbuy Promotional Services; Deals Nearbuy. Nearbuy promotional
services are a national e-marketing program directed at aligning
consumers with targeted money saving offers from retailers within
their local community. These services provide traditional store-front
businesses with a cost effective way of reaching out to local
customers who have opted-in to receive e-mail based local offers.
. Nearbuy Merchandising Services; Find a Product. Nearbuy merchandising
services are a product directory platform which enables consumers to
search inventories of traditional store-front businesses using product
descriptions, brands, and model numbers. By exporting inventory
information to our secure product directory, participating retailers
provide an "aisle-level" view into their stores to consumers in their
local area who have reflected an interest in making a purchase.
5
. Nearbuy Mapping Services; Maps On Us. Nearbuy mapping services are
detailed, interactive maps and turn-by-turn driving directions that
enhance a business's Web site offering, leveraging our Maps On Us
mapping technology.
Advertising
Banner and Sponsorship Advertising
We offer both site-wide banner and category-specific banner programs. We
provide standard run of site banner ad programs, which include full banners
across the top and bottom of pages and smaller banners on the navigation bar
that allow advertisers to take advantage of our high traffic volume.
Additionally, our patented banner ad serving technology enables us to place and
rotate category-specific banner ads of various sizes in targeted locations
throughout our site. We also sell sponsorship programs on a site-wide basis or
for various categories. Sponsorships are advertisements consistently and
prominently displayed on our Web site. During the year ended December 31, 2000,
one advertising customer accounted for 15.8% of our revenue.
Display Advertising
We provide yellow pages-style display advertisements and ad management
tools to local merchants and national advertisers. We give advertisers a range
of location, category, and ad size options at the local and national levels.
When shown on a computer screen, our display ads resemble traditional yellow
page advertisements. Our display ads rotate according to preset priority
placement rules which allow each advertiser's display ad to be periodically
visible near the top of the page.
Display advertisements are sold on a monthly or annual basis, and are
generally not subject to guaranteed impression levels or click-throughs. We
price and sell advertisements on the basis of ad size, search locations, and
priority placement. Display advertisements are category specific and
geographically targeted. When clicked, display ads link the user to a Web site
of the advertiser's choosing. Options available to these advertisers include:
. display priority options designed to allow advertisers to pay to have
their ads seen more frequently and prominently than others;
. trademark ads designed to allow national advertisers to represent
outlets for their products based on their location in selected
categories, for example "Our Dealers Near You";
. ads designed to allow national businesses to advertise in local
category searches; and
. geographical options that allow merchants to place ads in a single zip
code, within a radius around a specific location or nationwide.
E-Commerce Advertising
We offer advertisements on various pages on our Web site for advertisers
engaged in e-commerce. These advertisements can be placed under specific
headings near a white pages search result. We also provide links to our shopping
area near our white pages search results. In our shopping area, we offer
e-commerce advertisers the opportunity to promote product specials and provide
links to e-commerce advertisers' Web sites.
Merchant Aggregation
To attract new merchants to our network, we have established strategic
affiliations with a number of organizations which have existing relationships
with, or databases of, local merchants. These relationships are designed to help
us cost-effectively reach the highly fragmented small business market. Most of
these relationships are with merchant aggregators. The merchant aggregators
contribute to the growth of our local merchant network by offering, or allowing
us to offer, our services to their merchant customers. In many cases, we market
our services on a co-branded basis and generate sales through outsourced
telesales agents,
6
or through our merchant aggregators' direct sales forces. The other
relationships are with companies that have compiled databases of information
about local merchants. These relationships provide us with information enabling
us to supplement basic listing information with links to merchant Web sites.
We currently have relationships with AOL, Sympatico-Lycos, Discover
Financial Services, and several other companies. Under these arrangements, we
typically receive payments from these parties for yellow pages advertisements
integrated into their Switchboard platform and/or the Switchboard merchant
network they sell to their customers, development fees, and/or license fees. In
some cases, we receive payment directly from merchants for services and then
share this revenue with the merchant aggregator. Discover is currently our
primary merchant aggregator. Under our arrangement with Discover, we co-market
our local merchant services to Discover merchant customers and share with
Discover the resulting revenue and marketing expenses.
Technology
We have developed sophisticated technologies that enable rapid
dissemination of information requested by consumers using our Web site. These
technologies were conceived and developed by a staff of senior engineers
experienced in designing large-scale, distributed computer systems, a form of
computer architecture that divides system functionality over numerous computers,
each known as a server, to enhance overall system performance. We also have
particular strengths in the areas of database technologies, advertising
management, and content customization.
Directory Technology
We have been affiliated with ePresence, Inc. ("ePresence", formerly Banyan
Worldwide), a pioneer of directory technology, since our founding in 1996.
Directories played a key role in the large-scale, multiple-site distributed
systems deployed by ePresence since 1983. Our founder, Dean Polnerow, designed
and originally developed StreetTalk(TM), ePresence's directory service. Building
on this experience to create our own proprietary directory technology, we
created what we believe to be the first national directory of United States
residential information available on the Internet, as well as our innovative and
proprietary yellow pages business directory.
Site Design
The Switchboard.com Web site was designed to provide high levels of
performance, scalability, and reliability. The site is implemented as a set of
Windows NT servers which are organized into groups. Each group of servers
provides different parts of the overall site's functionality and each type of
functionality is provided by more than one group of servers. Individual servers
in a group can be added or removed without affecting the functional capabilities
of the site, and most changes required are managed automatically by proprietary
software that we developed. This distributed architecture is designed to be
highly scalable, which means that system capacity and functionality can be
easily and inexpensively increased, typically with minimal or no time-consuming
software changes required. It is also designed to be reliable, which means it is
resistant to service interruptions and that the unavailability of one or more
servers does not necessarily affect the operation of other servers or the site
as a whole.
Database Technologies
We have developed technology designed to quickly exchange information
between the groups of servers that provide the interface consumers use to input
their requests for information with the groups of servers that store the
databases of information we use to respond to these requests. This technology
allows data from multiple databases to be accessed and combined, regardless of
its structure or content. This simplifies the development of new user interfaces
and facilitates database updates. Our database technology helps to maximize our
Web site performance through caching capabilities, which seek to reduce response
time by storing frequently requested information and predicting which
information will next be requested, and by automatically balancing the tasks
being performed by individual servers.
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Our database technology includes sophisticated query management techniques,
which enable requests for large amounts of data to be retrieved in segments
while reducing the computer processing time typically associated with these
operations using conventional design techniques. This enables ready access to a
large amount of data stored in any of the databases and results in faster
response to the user. Conventional databases often access previous results in
order to display successive results to a given query, which increases response
time by performing redundant operations.
Advertising Management
Our ad placement technology is used primarily to control the frequency and
positioning of advertisements displayed on our Web site. This technology rotates
merchant ad displays in and out of prime locations on our yellow pages screens
according to priorities specifically purchased by our merchant customers. We use
an automated chain of software programs to securely facilitate the addition and
removal of both individual ads and large, aggregated volumes of merchant
advertising into the Switchboard.com yellow pages.
We have also developed a proprietary ad placement methodology which
provides a simple way to allow a merchant to focus its advertising to the
surrounding communities it desires to target. This technology uses the physical
location of a business and a distance measurement selected by the merchant to
automatically determine the appropriate location targets. These ad management
tools and processes enable our direct sales force and authorized ad resellers to
remotely manage and control national, regional, and local ad campaigns.
Content Customization
We can customize the look and feel of the content we deliver in response to
customer inquiries so that it is consistent with the look and feel of our
syndication customers' own Web sites. This customization process is based on the
modular organization of functional elements of our content, such as white pages,
yellow pages, e-mail search, and user registration. These modules separate the
functional elements from the layout elements, such as site appearance, thus
facilitating rapid development of customized interfaces for our syndication
customers. As we enhance or build new functional elements, the underlying
architecture enables us to deploy them across all of the Web sites of our
syndication customers.
Competition
Our competitors fall into four primary categories:
. traditional and online white and yellow pages information providers;
. companies providing Web-enabled solutions for small businesses;
. companies targeting consumers seeking local information; and
. companies targeting the consumer Internet services market.
We compete in the markets for Internet content, services, and advertising.
These markets are highly competitive and we expect competition to increase in
the future with the entrance of new competitors. Currently, the number of
companies aggregating small businesses and providing them with a similar
comprehensive solution and scale is small. However, the market is rapidly
developing. Barriers to entry in these markets are not significant and current
and new competitors may be able to launch new Web sites at a relatively low
cost.
We believe our ability to compete successfully depends on many factors,
several of which are outside of our control. These factors include the quality
of content we provide relative to its competitors, the cost-
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effectiveness and reliability of our services relative to our competitors, and
our ability to generate leads for merchants.
We also compete with traditional advertising media, including television,
radio, and print, for a share of advertisers' total advertising budgets. If
advertisers consider the Internet, or our Web site, to be a limited or
ineffective advertising medium, advertisers may be reluctant to devote a
significant amount of their advertising dollars to advertising on our Web site.
Intellectual Property
We regard our patents, copyrights, service marks, trademarks, trade dress,
trade secrets, and other intellectual property as critical to our success. We
rely on a combination of patent, trademark and copyright law, trade secret
protection and confidentiality, and/or license agreements with our employees,
consultants, customers, partners, and others to protect our proprietary rights.
All of our employees have executed confidentiality and assignment of invention
agreements. Prior to disclosing confidential information to third parties, we
generally require them to sign confidentiality or other agreements restricting
the use and disclosure of our confidential information.
As of December 31, 2000, the Company had six patents issued by the U.S.
Patent and Trademark Office, one patent issued by the Canadian Intellectual
Property Office, and two patent applications pending before the Canadian
Intellectual Property Office, all of which relate to the operation, features or
performance of the Company's Web site. The Company pursues registration of our
key trademarks and service marks in the United States and, in some cases,
internationally. However, effective trademark, service mark, copyright and trade
secret protection may not be available or sought by the Company in every country
in which our services are made available online. The Company's patents,
trademarks, or other intellectual property rights may be successfully challenged
by others or invalidated through administrative process or litigation. Further,
the validity, enforceability and scope of protection of proprietary rights in
Internet-related industries is uncertain and still evolving.
We license our proprietary rights, such as patents, trademarks, and
copyrighted material, to third parties. Despite our efforts to protect our
proprietary rights, third parties may infringe or misappropriate our rights or
diminish the quality or reputation associated with our brand, which could have a
long term material adverse affect on our business, results of operations, or
financial condition.
In addition, we license software, content and other intellectual property,
including trademarks, patents, and copyrighted material, from third parties. In
particular, we license the rights to use the "CBS" trademark and "eye" device
under a license with Viacom which expires by its terms in June 2009. We also
license residential and business listing data from infoUSA. under an agreement
that expires in December 2002, and maps and driving directions data and related
software from Etak, Inc. under an agreement that expires in November 2001.
Further, the software code underlying Switchboard.com contains software code
which is licensed to us by third parties. If any of these licenses are
terminated or expire, it could have a material adverse effect on our business,
results of operations, or financial condition.
We currently own a number of Internet domain names, including
Switchboard.com, MapsOnUs.com, and SideClick.com. In addition, we co-own with
CBS the domain names CBS.Switchboard.com and CBSSwitchboard.com. Domain names
generally are regulated by Internet regulatory bodies. The relationship between
regulations governing domain names and laws protecting trademarks and similar
proprietary rights is unclear. We therefore, could be unable to prevent third
parties from acquiring domain names that infringe or otherwise decrease the
value of our trademarks and other proprietary rights.
Employees
As of December 31, 2000, we had 91 full-time employees. None of our
employees are represented by a labor union. We believe our relations with our
employees are good.
ITEM 2. PROPERTIES
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Our principal administrative, sales and marketing, and research and
development facilities are located in Westboro, Massachusetts and consist of
approximately 79,000 square feet under a sublease that expires on December 31,
2002, with an aggregate annual base rent of approximately $518,000. We
sublease this space from ePresence.
Our Envenue division leases approximately 10,000 square feet in Watertown,
Massachusetts under a lease which expires in March 31, 2003. In addition, we
lease and occupy sales offices in New York and Michigan.
ITEM 3. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings. From time
to time, we are subject to various legal proceedings incidental to the conduct
of our business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the
fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.
EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers and their respective ages and positions with
Switchboard as of March 22, 2001 are as follows:
Name Age Position
---- --- --------
Douglas J. Greenlaw 56 Chief Executive Officer and Director
Dean Polnerow 45 President and Director
John P. Jewett 57 Vice President and Chief Financial Officer
James M. Canon 49 Vice President, Business Development
Kevin P. Lawler 40 Vice President, Human Resources
Douglas J. Greenlaw has served as our Chief Executive Officer since October
1999 and as a director since January 2000. Prior to joining Switchboard, from
January 1997 to October 1999, Mr. Greenlaw served as an independent management
consultant. From 1994 to December 1996, Mr. Greenlaw served as President and
Chief Operating Officer of Multimedia, Inc., a publisher of newspapers and
operator of television and radio stations.
Dean Polnerow founded Switchboard and has served as our President since
March 1998 and as a director since September 1998. Prior to his appointment as
our President, from April 1996 to March 1998, Mr. Polnerow served as our Vice
President, Product and Business Development. From 1983 to April 1996, Mr.
Polnerow served in various capacities, including as Vice President, Advanced
Development, at ePresence.
John P. Jewett has served as our Vice President and Chief Financial Officer
since October 1998, as our Treasurer since April 1999 and as our Secretary since
October 1999. Prior to joining Switchboard, from July 1997 to October 1998, Mr.
Jewett served as an independent financial consultant to early stage Internet
companies. From 1995 to July 1997, Mr. Jewett served in various capacities,
including Vice President, Finance and Operations and Chief Financial Officer at
PointCast, Inc., an Internet news and content provider.
James M. Canon has served as our Vice President, Business Development since
March 1998. Prior to his appointment as our Vice President, Business
Development, from January 1997 to March 1998, Mr. Canon served in various
capacities at Switchboard, most recently as Director, Product Management. From
1991 to January 1997 Mr. Canon served in various capacities, including as
Information Products Architect, at ePresence.
10
Kevin P. Lawler has served as our Vice President, Human Resources since May
2000. Prior to joining Switchboard, from May 1999 to May 2000, Mr. Lawler served
in various capacities, most recently as Director of Human Resources at EMC
Corporation, an information storage systems provider.
11
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Our common stock began trading on the Nasdaq National Market under the
symbol "SWBD" on March 2, 2000. Prior to that date, there was no established
public trading market for our common stock. The following table sets forth the
range of high and low sale prices of our common stock for the periods indicated,
as quoted on the Nasdaq National Market.
PERIOD HIGH LOW
------ ---- ---
First Quarter of Fiscal 2000 (commencing March 2, 2000) $ 49.25 $ 19.75
Second Quarter of Fiscal 2000 $ 34.38 $ 6.69
Third Quarter of Fiscal 2000 $ 10.19 $ 5.13
Fourth Quarter of Fiscal 2000 $ 7.88 $ 2.63
First Quarter of Fiscal 2001 (up to March 22, 2001) $ 6.25 $ 2.81
As of March 22, 2000, there were 59 holders of record of our common stock.
This number does not include stockholders who hold their shares in "street name"
or through broker or nominee accounts.
The closing per share sale price of our common stock on March 22, 2001 was
$3.09. For purposes of calculating the aggregate market value of the shares of
our common stock held by non-affiliates, as shown on the cover page of this
Annual Report, it has been assumed that all the outstanding shares were held by
non-affiliates, except for the outstanding shares known to us to be beneficially
held by our directors, executive officers, and each person or entity known to us
to own beneficially more than 5% of our outstanding shares of common stock.
However, this should not be deemed to be an admission that all these persons
are, in fact, affiliates of ours, or that there are not other persons who may be
deemed to be affiliates of ours.
We have never paid cash dividends on our common stock. We intend to retain
our earnings for use in our business and, therefore, do not anticipate paying
any cash dividends on our common stock in the foreseeable future.
RECENT SALES OF UNREGISTERED SECURITIES
During the fiscal year ended December 31, 2000, we issued the following
securities that were not registered under the Securities Act of 1933, as
summarized below.
(a) Issuances of common stock and warrants.
On December 11, 2000, we issued 746,260 shares of common stock,
$0.01 par value per share, and a warrant to purchase 721,385
shares of common stock at a per share exercise price of $4.32 to
AOL pursuant to a common stock and warrant purchase agreement for
$7,462.60 and in consideration of AOL entering into the directory
and local advertising platform services agreement with
Switchboard on that date.
(b) Stock option grants.
From January 1, 2000 through March 1, 2000, we granted options to
purchase an aggregate of 302,730 shares of our common stock, at a
per share weighted average exercise price of $11.00 to employees
of Switchboard.
No underwriters were involved in any of the foregoing sales of
securities. Such sales were made in reliance upon an exemption from the
registration provisions of the Securities Act set forth in Section 4(2)
12
thereof relative to sales by an issuer not involving any public offering or the
rules and regulations thereunder, or, in the case of the options to purchase
common stock described in paragraph (b) above, Rule 701 of the Securities Act.
All of the foregoing securities are deemed restricted securities for the
purposes of the Securities Act.
USE OF PROCEEDS OF INITIAL PUBLIC OFFERING
On March 2, 2000, we made an initial public offering of up to 6,325,000
shares of common stock registered under a Registration Statement on Form S-1
(Registration No. 333-90013), which was declared effective by the Securities and
Exchange Commission on March 1, 2000.
Our total net proceeds from the offering were approximately $86.3 million,
of which $74.8 million was received in March 2000 and $11.5 million was received
in April 2000. All payments of the offering proceeds were to persons other than
directors, officers, general partners of Switchboard or their associates,
persons owning 10% or more of any class of equity securities of Switchboard or
affiliates of Switchboard. From March 7, 2000 through December 31, 2000, we used
approximately $5.2 million of the proceeds for the funding of operations. In
addition, on December 11, 2000 we paid $13.0 million of the proceeds to AOL
pursuant to the terms of our directory and local advertising platform services
agreement entered into with AOL on that date. As of March 22, 2001, we have
invested the remaining net proceeds in short-term, interest-bearing, investment-
grade securities.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 301 of Regulation S-K and appearing in our
Annual Report to Shareholders is incorporated herein by reference. Such
information is filed with this Annual Report on Form 10-K within Exhibit 13.1
hereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by Item 303 of Regulation S-K and appearing in our
Annual Report to Shareholders is incorporated herein by reference. Such
information is filed with this Annual Report on Form 10-K within Exhibit 13.1
hereto.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by Item 305 of Regulation S-K and appearing in our
Annual Report to Shareholders is incorporated herein by reference. Such
information is filed with this Annual Report on Form 10-K within Exhibit 13.1
hereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 and appearing in our Annual Report to
Shareholders is incorporated herein by reference. Such information is filed with
this Annual Report on Form 10-K within Exhibit 13.1 hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See "Executive Officers of the Registrant" in Part I of this Annual Report
on Form 10-K. The information required by Items 401 and 405 of Regulation S-K
and appearing in our definitive Proxy Statement for the Annual Meeting of
Stockholders to be held on May 16, 2001, which will be filed with the
Securities and Exchange Commission not later than 120 days after December 31,
2000, is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K and appearing in our
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 2001, which will be filed with the Securities and Exchange Commission
not later than 120 days after December 31, 2000, is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 403 of Regulation S-K and appearing in our
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 2001, which will be filed with the Securities and Exchange Commission
not later than 120 days after December 31, 2000, is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 404 of Regulation S-K and appearing in our
definitive Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 2001, which will be filed with the Securities and Exchange Commission
not later than 120 days after December 31, 2000, is incorporated herein by
reference.
14
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of or are included in this Annual
Report on Form 10-K:
1. Financial Statements:
. Consolidated Balance Sheets as of December 31, 2000 and 1999.
. Consolidated Statements of Operations for the years ended December 31,
2000, 1999, and 1998.
. Consolidated Statements of Stockholders' (Deficit) Equity for the
years ended December 31, 2000, 1999 and 1998.
. Consolidated Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998.
. Notes to Consolidated Financial Statements.
. Report of Independent Accountants for the years ended December 31,
2000, 1999 and 1998.
. Selected Financial Data for the years ended December 31, 2000, 1999
and 1998.
2. Financial Statement Schedules:
. Report of Independent Accountants for the years ended December 31,
2000, 1999 and 1998.
. Schedule II--Valuation and Qualifying Accounts.
. Schedules other than the one listed above have been omitted since they
are either not required, not applicable or the information is
otherwise included.
3. Listing of Exhibits:
The Exhibits filed as part of this Annual Report on Form 10-K are listed on
the Exhibit Index immediately preceding such Exhibits, which Exhibit Index is
incorporated herein by reference. Documents listed on such Exhibit Index, except
for documents identified by footnotes, are being filed as exhibits herewith.
Documents identified by footnotes are not being filed herewith and, pursuant to
Rule 12b-32 under the Securities Exchange Act of 1934, reference is made to such
documents as previously filed as exhibits filed with the Securities and Exchange
Commission. Switchboard's file number under the Securities and Exchange Act of
1934 is 000-28871.
(b) Reports on Form 8-K.
On December 4, 2000, Switchboard filed a Current Report on Form 8-K dated
November 24, 2000. Switchboard amended its Current Report on Form 8-K dated
November 24, 2000 on February 7, 2001. As amended, the Current Report on Form 8-
K dated November 24, 2000 reports: (i) under Item 2, Switchboard's acquisition
of Envenue, Inc. and (ii) under Item 7, certain financial statements of Envenue
and pro forma financial information of Switchboard and Envenue combined.
Financial statements filed therewith include the following:
A. Financial Statements of Envenue:
1. Balance Sheet as of September 30, 2000;
2. Statement of Operations from the period of inception
(February 29, 2000) through September 30, 2000;
15
3. Statement of Changes in Stockholders' Deficit from the
period of inception (February 29, 2000) through September
30, 2000; and
4. Statement of Cash Flows from the period of inception
(February 29, 2000) through September 30, 2000.
B. Pro Forma Financial Information Switchboard and Envenue
5. Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2000; and
6. Unaudited Pro Forma Condensed Combined Statements of
Operations for the nine months ended September 30, 2000.
On December 11, 2000, Switchboard filed a Current Report on Form 8-K dated
December 11, 2000 reporting under Item 5 that Switchboard had entered into a
technology, marketing and services alliance with America Online, Inc. to develop
a new directory and local advertising platform and product set to be featured
across specified AOL properties.
16
SCHEDULE II
SWITCHBOARD INCORPORATED
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
Balance at Additions Charged
Beginning of to Costs and Balance at End
Description Period Expenses Deductions of Period
----------- ------ -------- ---------- ---------
Year Ended December 31, 2000:
Reserve for doubtful accounts $162,183 $509,394 $269,699 $401,878
Year Ended December 31, 1999:
Reserve for doubtful accounts $300,000 $117,702 $255,519 $162,183
Year Ended December 31, 1998:
Reserve for doubtful accounts $ 18,619 $281,381 $ - $300,000
17
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENTS SCHEDULE
To the Board of Directors and Stockholders
of Switchboard Incorporated:
Our audits of the consolidated financial statements referred to in our report
dated February 1, 2001 appearing in the 2000 Annual Report to Shareholders of
Switchboard Incorporated (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 1, 2001
18
EXHIBIT INDEX
Exhibit Number Title of Document
- -------------- -----------------
3.3(1) Amended and Restated Certificate of Incorporation of the
Registrant.
3.5(1) Amended and Restated By-Laws of the Registrant.
4(1) Specimen certificate for shares of Common Stock, $0.01 par
value per share, of the Registrant.
10.1(1)* 1996 Stock Incentive Plan, as amended, including forms of
stock option agreement for incentive and nonstatutory stock
options.
10.2* 1999 Stock Incentive Plan, as amended, including forms of
stock option agreement for incentive and nonstatutory stock
options.
10.3(1)* 1999 Employee Stock Purchase Plan.
10.4 Common Stock and Warrant Purchase Agreement, as amended, by
and among the Registrant, Banyan Worldwide and CBS
Corporation, dated June 1, 1999 (Incorporated herein by
reference to Exhibit 10.1 of the Quarterly Report on Form
10-Q of ePresence, Inc. (formerly Banyan Systems
Incorporated) for the quarter ended June 30, 1999, File No.
000-20364, filed August 16, 1999 (the "August 16, 1999
ePresence 10-Q")).
10.4A(1) Amendment No. 2 to Common Stock and Warrant Purchase
Agreement, effective as of July 1, 1999.
10.5 Advertising and Promotion Agreement by and among the
Registrant, Banyan Worldwide and CBS Corporation, dated June
30, 1999 (Incorporated by reference to Exhibit 10.3 of the
August 16, 1999 ePresence 10-Q).
10.6 License Agreement by and between the Registrant and CBS
Corporation, dated June 30, 1999 (Incorporated by reference
to Exhibit 10.4 of the August 16, 1999 ePresence 10-Q).
10.7 Common Stock Purchase Warrant issued by the Registrant to
CBS Corporation, dated June 30, 1999 (Incorporated by
reference to Exhibit 10.2 of the August 16, 1999 ePresence
10-Q).
10.7A(1) Common Stock Purchase Warrant issued by the Registrant to
CBS Corporation, dated July 1, 1999.
10.8(1) Registration Rights Agreement by and between the Registrant
and CBS Corporation, dated June 30, 1999.
10.9(1) Right of First Refusal Agreement by and among the
Registrant, Banyan Worldwide and CBS Corporation, dated June
30, 1999.
10.10(1) Financial Reporting Agreement among the Registrant, Banyan
Worldwide and CBS Corporation, dated as of January 28, 2000.
10.11(1) Stockholders' Voting Agreement by and among the Registrant,
Banyan Worldwide and CBS Corporation, dated June 30,1999.
10.12 Termination of Stockholders' Voting Agreement dated as of
January 1, 2001 among Viacom Inc., ePresence, Inc. and the
Registrant.
10.13+ Letter dated December 6, 2000 from the Registrant to
Viacom Inc.
10.14(1) Common Stock Purchase Warrant issued by the Registrant to US
WEST Dex, Inc., dated March 31, 1999.
10.15(1) Common Stock Purchase Warrant issued by the Registrant to
Ameritech Interactive Media, Inc., dated March 31, 1999.
10.16(1) Common Stock Purchase Warrant issued by the Registrant to
Intelligent Media Ventures, Inc., dated March 31, 1999.
10.17(1) Common Stock Purchase Warrant issued by the Registrant to
SBC Communications Inc., dated April 13, 1999.
10.18(1) Amended and Restated Registration Rights Agreement, as
amended, by and among the Registrant, America Online, Inc.,
Digital City Inc. and Banyan Worldwide, dated February 20,
1998.
10.19(1) Amended and Restated Registration Rights Agreement by and
between the Registrant and Banyan Worldwide, dated May 3,
1999.
19
10.20(1) Services Agreement between the Registrant and Banyan
Worldwide, dated November 1, 1996.
10.21(1)+ Database License Agreement, as amended, by and between the
Registrant and infoUSA Inc., dated December 31, 1997.
10.22(1)+ Internet Provider Agreement, as amended, by and between the
Registrant and Etak, Inc., dated November 25, 1996.
10.23(1) Convertible Secured Note Purchase Agreement between the
Registrant and Banyan Worldwide, dated August 29, 1997, as
amended.
10.24(1) Amended and Restated Convertible Note issued by the
Registrant to Banyan Worldwide on January 26, 2000.
10.25(2) Registration Rights Agreement dated March 7, 2000 between
the Registrant and Banyan Worldwide.
10.26(2) Services Agreement dated March 7, 2000 between the
Registrant and Banyan Worldwide.
10.27 Sublease between ePresence, Inc. and the Registrant, dated
as of November 28, 2000.
10.28(1)* Employment Agreement between the Registrant and Douglas J.
Greenlaw, dated October 8, 1999.
10.29(1)* Employment Agreement between the Registrant and Dean
Polnerow, dated December 1, 1999.
10.30(1)* Employment Agreement between the Registrant and John P.
Jewett, dated January 25, 2000.
10.31(1)* Employment Agreement between the Registrant and James M.
Canon, dated December 31, 1999.
10.32(1)+ Internet Data Center Services Agreement between the
Registrant and Exodus Communications, Inc., effective June
30, 1998.
10.33(1)* Nonstatutory Stock Option Agreement Granted Under 1999 Stock
Incentive Plan between the Registrant and Douglas J.
Greenlaw, dated October 13, 1999.
10.34(1)* Nonstatutory Stock Option Agreement between the Registrant
and Douglas J. Greenlaw, dated October 13, 1999.
10.35(1) Incentive Stock Option Agreement between the Registrant and
Dean Polnerow, dated October 13, 1999.
10.36(1)* Incentive Stock Option Agreement between the Registrant and
John P. Jewett, dated October 13, 1999.
10.37(1)* Incentive Stock Option Agreement between the Registrant and
James M. Canon, dated October 13, 1999.
10.38(1)* Non-Statutory Stock Option Agreement between the Registrant
and William P. Ferry, dated September 14, 1999.
10.39(1)* Non-Statutory Stock Option Agreement between the Registrant
and William P. Ferry, dated October 18, 1999.
10.40(1)* Non-Statutory Stock Option Agreement between the Registrant
and Daniel R. Mason, dated September 14, 1999.
10.41(1)* Non-Statutory Stock Option Agreement between the Registrant
and Richard M. Spaulding, dated September 14, 1999.
10.42(1)* Non-Statutory Stock Option Agreement between the Registrant
and David N. Strohm, dated September 14, 1999.
10.43(1)* Non-Statutory Stock Option Agreement between the Registrant
and Robert M. Wadsworth, dated September 14, 1999.
10.44* Incentive Stock Option Agreement between the Registrant and
Kevin Lawler, dated May 24, 2000.
10.45(3) Stock Purchase Agreement dated as of November 24, 2000,
among the Registrant, Envenue, Inc. and the Stockholders
of Envenue, Inc.
10.46* Employment Agreement between the Registrant and Kevin P.
Lawler, dated May 9, 2000.
10.47+ Directory and Local Advertising Platform Services Agreement
dated as of December 11, 2000 between the Registrant and
America Online, Inc.
20
10.48+ Common Stock and Warrant Purchase Agreement dated as of
December 11, 2000 between the Registrant and America Online,
Inc.
10.49 Form of Common Stock Purchase Warrant which may be issued to
America Online, Inc. pursuant to the Common Stock and
Warrant Agreement dated as of December 11, 2000 between the
Registrant and America Online, Inc.
10.50 Registration Rights Agreement dated as of December 11, 2000
between the Registrant and America Online, Inc.
13.1 Annual Report to Shareholders for the fiscal year ended
December 31, 2000.
21.1 Subsidiaries of the Registrant.
23.1 Consent of PricewaterhouseCoopers LLP.
* Management contract or compensation plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of Form 10-K.
(1) Incorporated by reference to the Registration Statement on Form S-1 (File
No. 333-90013) as declared effective by the Securities and Exchange
Commission on March 1, 2000.
(2) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
(File No. 000-28871) filed with the Securities and Exchange Commission on
May 15, 2000.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K
(File No. 000-2871) filed with the Securities and Exchange Commission on
February 7, 2001.
+ Confidential treatment requested as to certain portions, which portions are
omitted and filed separately with the Securities and Exchange Commission
pursuant to a Confidential Treatment Request.
21
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.
Dated: April 2, 2001 SWITCHBOARD INCORPORATED
/s/ John P. Jewett
------------------
By: John P. Jewett
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Douglas Greenlaw Chief Executive Officer and
- ------------------------ April 2, 2001
Douglas Greenlaw Director (Principal Executive
Officer)
/s/ Dean Polnerow President and Director
- ------------------------ March 30, 2001
Dean Polnerow
/s/ John P. Jewett Vice President and Chief
- ------------------------ April 2, 2001
John P. Jewett Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ William P. Ferry Chairman of the Board March 30, 2001
- ------------------------
William P. Ferry
/s/ Peter Glusker Director
- ------------------------ March 29, 2001
Peter Glusker
/s/ Daniel R. Mason Director
- ------------------------ April 2, 2001
Daniel R. Mason
/s/ Richard M. Spaulding Director
- ------------------------ March 30, 2001
Richard M. Spaulding
/s/ David N. Strohm Director
- ------------------------ April 2, 2001
David N. Strohm
/s/ Robert M. Wadsworth Director
- ------------------------ March 30, 2001
Robert M. Wadsworth
22