Convio

Prospectus Summary

Our Business

Overview

We are a leading provider of on-demand constituent engagement solutions that enable nonprofit organizations, or NPOs, to more effectively raise funds, advocate for change and cultivate relationships with donors, activists, volunteers, alumni and other constituents. We serve approximately 1,300 NPOs of all sizes including 29 of the 50 largest charities as ranked by contributions in the November 2009 Forbes article entitled "The 200 Largest U.S. Charities." During 2009, our clients used our solutions to raise over $920 million and deliver over 3.8 billion emails to accomplish their missions.

Our integrated solutions include our Convio Online Marketing platform, or COM, and Common Ground, our constituent relationship management application. COM enables NPOs to harness the full potential of the Internet and social media as new channels for constituent engagement and fundraising. Common Ground delivers next-generation donor management capabilities, integrates marketing activities across online and offline channels and is designed to increase operational efficiency. Our software is built on an open, configurable and flexible architecture that enables our clients and partners to customize and extend its functionality. Our solutions are enhanced by a portfolio of value-added services tailored to our clients' specific needs.

Our revenue has grown in the last five years to $63.1 million in 2009 from $13.3 million in 2005. Our clients pay us recurring subscription fees with agreement terms that typically range between one and three years. Our subscription fees grow as our clients grow their constituent bases and purchase additional modules of COM and additional seats of Common Ground. We also receive transaction fees that include a percentage of funds raised for special events such as runs, walks and rides. Our clients grew their online fundraising using our solutions by 14% in 2008, despite a decline in total public contributions in the United States of 2% according to Giving USA Foundation in its "Annual Report on Philanthropy for the Year 2008." Total charitable giving in the United States was $307 billion in 2008 according to this report.

Nonprofit Industry Background

Large and Evolving Nonprofit Sector The nonprofit sector is a large and vital part of the economy. The missions of NPOs span many aspects of our society including animal welfare, arts and culture, disaster relief, education, environment, healthcare, international development, professional and trade associations, public policy, religion and social and youth services. According to the National Center of Charitable Statistics, in 2009 there were over 973,000 public charities in the United States.

We define our target market as public charities that raise more than $50,000 in contributions annually, of which there were over 71,000 in 2009 in the United States according to GuideStar USA, Inc. We categorize our target market into enterprise NPOs that raise more than $10 million annually and mid-market NPOs that raise between $50,000 and $10 million annually. Many enterprise NPOs are comprised of multiple sites or chapters and have more staff resources, greater technical and functional requirements and more complex operating environments. Mid-market NPOs are commonly more resource-constrained, seek more guidance and generally place a greater premium on ease-of-use and price. We estimate that the charities we target spend an estimated $25 billion annually on fundraising, of which we estimate $2.5 billion to be addressable by our solutions.

Challenges Facing Nonprofit Organizations NPOs face unique challenges that center upon the need to reach new constituents and to engage effectively with a large and diverse number of existing constituents. In particular, NPOs struggle with the following challenges:

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the high cost of fundraising;

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outdated and inflexible donor management systems;

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limited ability to act rapidly and quickly mobilize constituents;

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higher expectations from constituents;

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difficulty in sharing data across operational silos; and

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limited technical and marketing resources.

NPOs spend large amounts of money on fundraising, advocacy and donor management. Many NPOs have adopted legacy donor databases to support their offline activities but have only recently begun to leverage online marketing as a mission-critical channel to reach and cultivate constituents. The emergence of the online channel has accentuated NPOs' struggles to integrate their online and offline communications and fundraising efforts. We believe the Internet and the increasing adoption of social media and mobile technologies are enabling NPOs to raise funds, advocate for change and cultivate relationships with their constituents in more cost-effective and engaging ways.

Our Solutions

We provide on-demand constituent engagement solutions to NPOs that enable them to more effectively raise funds, advocate for change and cultivate relationships with their constituents. COM enables NPOs to harness the full potential of the Internet and social media as new channels for constituent engagement and fundraising. Common Ground delivers next-generation donor management capabilities, integrates marketing activities across online and offline channels and is designed to increase operational efficiency. Our solutions are enhanced by a portfolio of value-added services tailored to our clients' specific needs.

With our solutions NPOs can:

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extend their reach and raise more funds at a lower cost;

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engage constituents more effectively;

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act rapidly to mobilize constituents;

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eliminate data and process silos;

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easily adapt our solutions using our open platform;

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reduce burden on limited resources; and

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access best practices, knowledge and guidance based on our experience.

Business Strengths

We pioneered the delivery of software-as-a-service, or SaaS, online marketing solutions to NPOs, launching the first version of our solution in 2000. We have maintained an exclusive focus on NPOs which has enabled us to develop deep nonprofit industry expertise. We are a leading provider of on-demand constituent engagement solutions to NPOs, and we believe the following business strengths are key to our success:

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leading online marketing solution for NPOs;

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disruptive model for donor management market;

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loyal clients producing predictable recurring revenue that scales with client growth;

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marquee clients providing referrals and references that can shorten sales cycles;

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nonprofit industry thought leadership;

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ability to acquire and effectively serve NPOs of all sizes; and

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portfolio of value-added services designed to enhance client success.

Our Strategy

Our objective is to be the leading worldwide provider of constituent engagement solutions for NPOs while continuing to lead the market in innovation, best practices and client service. Key elements of our strategy include:

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continue to grow our client base;

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retain and grow revenue from our existing client base;

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disrupt the donor management market with Common Ground;

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make complementary acquisitions; and

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expand geographically.

Risks Associated With Our Business

We are subject to a number of risks of which you should be aware before you buy our common stock. These risks are discussed more fully in the section titled "Risk Factors" beginning on page 9. Some of these risks include:

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we have a history of losses and we may not achieve profitability in the future, limiting growth;

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our financial results will fluctuate, which could affect our stock price;

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NPOs may not adopt our solutions, which would adversely impact our revenue and operating results;

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our competitors may take actions that harm our business;

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if clients do not renew and expand their subscriptions for our solutions, our revenue will be reduced; and

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NPOs are price-sensitive, which could adversely affect our margins and harm our operating results.

Corporate Information

We were incorporated in Delaware in October 1999 under the original name of "ShowSupport.com, Inc." We acquired GetActive Software, Inc. in February 2007. We have been headquartered in Austin, Texas since inception. Our principal executive offices are located at 11501 Domain Drive, Suite 200, Austin, Texas 78758, and our telephone number is (512) 652-2600. Our corporate website address is www.convio.com. We do not incorporate the information contained on, or accessible through, our website into this prospectus, and you should not consider it part of this prospectus.

For convenience in this prospectus, Convio, we, us, and our refer to Convio, Inc. and its subsidiary, taken as a whole, unless otherwise noted. "GetActive" refers to GetActive Software, Inc., our wholly owned subsidiary, unless otherwise noted. "Convio," "Convio Online Marketing," "Constituent360," "Common Ground," "TeamRaiser," "GetActive" and other trademarks and service marks are the property of Convio. This prospectus contains additional trade names, trademarks and service marks of other companies. We do not intend for our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us, by these other companies.