Prospectus Summary
This summary highlights information contained elsewhere in the prospectus. The summary is not complete and does not contain all the information you should consider before buying shares in this offering. You should read the entire prospectus carefully. Except where we state otherwise, we present information in this prospectus assuming (1) the conversion of all outstanding shares of convertible preferred stock into an aggregate of 8,934,000 shares of common stock upon the closing of this offering, (2) our common stock will be sold at $ per share, which is the mid-point of the range shown on the cover page of this prospectus, (3) the underwriters will not exercise their over-allotment option and (4) the filing of the amended and restated certificate of incorporation.
Audible, Inc.
We are the leading provider of Internet-delivered premium spoken audio content for playback on personal computers and mobile devices. We have the largest and most diverse collection of premium digital spoken audio content available for download on the Internet for playback on personal computers and mobile devices, most of which is currently available only through our Web site, audible.com. Visitors can browse, sample, purchase, subscribe, schedule and download more than 15,000 hours of audio content available on our Web site, including over 2,800 audio versions of books from publishers such as Bantam Doubleday Dell Publishing and Random House Publishing, each a division of Random House, Inc., Dove Audio, Harper Audio, Simon & Schuster Audio and Time Warner AudioBooks. We also have audio versions of periodicals such as The New York Times, The Wall Street Journal and The Economist, and radio programs such as Car Talk, Fresh Air, Marketplace and News From Lake Wobegon. Download and playback of this content is available on personal computers and AudibleReady mobile devices. Compaq, Creative Labs, Diamond Multimedia, Everex and Philips have agreed to support the AudibleReady format on their mobile audio-enabled devices.
Our solution leverages the increasing usage of the Internet and the introduction of audio-enabled mobile devices to enable consumers to more efficiently manage and control the increasing amount of content available to them. Unlike traditional radio broadcasts, the Audible service offers customers access to content of their choice and the ability to listen to what they want, when and where they want--whether commuting, exercising, relaxing or sitting at their personal computers. Unlike traditional and online bookstores, which are subject to physical inventory constraints and shipping delays, we provide a selection that is readily available in digital format that can be quickly delivered over the Internet directly to our customers. In addition, we provide customers with lower priced spoken audio content because we do not incur the manufacturing and distribution costs of audio content stored on cassette tapes and compact discs.
We help content creators, device manufacturers and our other technology and distribution partners create incremental sources of revenue by aggregating premium audio content and providing a system for secure distribution of digital spoken audio. As a result, we provide a new source of revenue for publishers of newspapers, magazines, journals, newsletters, professional publications and business information and producers of radio broadcasts by creating a new market for content that is too timely for distribution on cassette tape and too specialized for widely-broadcast radio programs. In addition, our service provides manufacturers of mobile audio-enabled devices with a new application and enables our technology and distribution partners to provide our wide selection of content to their customers.
We were incorporated in 1995 and commenced operations in October 1997. Our principal executive offices are located at 65 Willowbrook Boulevard, Wayne, New Jersey 07470, and our telephone number at that location is (973) 890-4070.
The Offering
Common stock offered......................... shares. Common stock to be outstanding after this shares. offering.................................... Use of proceeds.............................. For general corporate purposes, including increased marketing, acquisition and production of new audio content, obtaining and extending content and technology licensing arrangements, increasing personnel and increasing production and server system capacities. Proposed Nasdaq National Market symbol....... ADBL This table is based on shares outstanding as of March 31, 1999. This table excludes:
. 6,000,000 shares of common stock we have reserved for issuance under our 1999 Stock Incentive Plan; and . 613,270 shares of common stock issuable upon exercise of outstanding warrants.
Summary Financial Data (In thousands, except per share data)
Three Months
November 3, 1995 Ended
(inception) to Year Ended December 31, March 31,
December 31, ------------------------- ----------------
1995 1996 1997 1998 1998 1999
(unaudited)
Statement of operations
data:
Revenue:
Content and services... $ -- $ -- $ 3 $ 132 $ 30 $ 58
Hardware............... -- -- 57 244 90 57
Other.................. -- -- -- -- -- 200
Total revenue......... -- -- 60 376 120 315
Operating expenses:
Cost of content and
services revenue...... -- -- 78 372 75 152
Cost of hardware
revenue............... -- -- 252 556 255 63
Production expenses.... -- 684 1,982 1,639 486 495
Research and
development........... 49 1,810 2,672 1,641 389 320
Write-down related to
hardware business..... -- -- -- 952 -- --
Sales and marketing.... -- 256 1,227 1,453 272 396
General and
administrative........ -- 787 1,921 1,838 481 417
Total operating
expenses............. 49 3,536 8,133 8,453 1,958 1,844
Loss from operations. (49) (3,536) (8,073) (8,076) (1,838) (1,529)
Other (income)
expense, net........ -- (27) (44) 62 6 (67)
Net loss................ $ (49) $(3,509) $(8,029) $(8,138) $(1,844) $(1,461)
Basic and diluted net
loss per common share.. $(0.03) $ (1.66) $ (2.24) $ (1.72) $ (0.42) $ (0.29)
Weighted average shares
outstanding............ 1,500 2,118 3,586 4,731 4,372 4,968
Proforma basic and
diluted net loss per
common share........... (0.02) (0.96) (1.00) (0.75) (0.19) (0.11)
Proforma weighted
average shares
outstanding............ 2,034 3,660 8,045 10,861 9,806 13,819
March 31, 1999 Pro Forma Actual Pro Forma As Adjusted (unaudited)
Balance sheet data: Cash and cash equivalents........................ $ 9,652 $9,652 Total assets..................................... 10,991 10,991 Noncurrent liabilities........................... 377 377 Redeemable preferred stock....................... 28,719 -- Total stockholders' (deficit) equity ............ (20,949) 7,770