Form S-1 · Plumtree Software Inc

Plumtree

Priced June 4, 2002 · $8.50 a share · Original on SEC EDGAR · PDF

Prospectus Summary

You should read the following summary together with the more detailed information regarding our company and the securities being sold in this offering, together with the financial statements and related notes appearing elsewhere in this prospectus.

Plumtree Software, Inc.

We provide infrastructure software that brings together a wide range of applications and information in a comprehensive Internet platform known as a corporate portal. This platform, the Plumtree Corporate Portal, gives employees, partners and customers a single, personalized destination for the key information and services they need to do business with an organization. The hallmark of this platform is its extensibility, which allows our customers and alliance members to integrate in the portal electronic resources from other corporate systems and the Internet. By combining these resources in a Web experience that virtually everyone can understand, our platform enables organizations to deliver new services to broad audiences quickly, create greater returns on traditional applications and project a focused view of the business for faster growth and better customer and partner support. We have fortified our platform through alliances with over 80 technology vendors and systems integrators. We have sold our software to more than 100 customers, with licenses for 10,000 or more users at Andersen Consulting LLP, BP International Limited, Ford Motor Company, Hy-Vee, Inc., Ketchum, Kmart Corporation, Motorola, Inc. and The Procter & Gamble Company.

The Internet has led to a proliferation of new online services, and opened applications previously reserved for specialists to broader audiences. In response to these changes in the business landscape, organizations are investing substantial resources in Internet infrastructure software. International Data Corporation, or IDC, estimates that the market for Internet infrastructure software will grow at a compounded annual growth rate of 31% from an estimated $9.4 billion in 1998 to $36.2 billion in 2003. To compete effectively in this information-intensive environment, organizations are seeking to give new classes of employees a complete view of the business, and to provide customers and partners with a secure gateway to proprietary information and services. Organizations' attempts to develop their own solutions often fail to keep pace with the volume and variety of electronic resources typically integrated in a corporate portal. Established software vendors are Web-enabling their own applications, but are often limited by architectures designed to process one type of data, and their applications typically compete with other applications integrated in a portal. Emerging software vendors may lack the product capabilities and partner support necessary to offer a portal to a wide range of information and services.

The Plumtree Corporate Portal is designed to bring together in a single platform a broad range of electronic resources for the broadest possible audience. The platform assembles information and services from disparate systems in a personalized page, and organizes documents in an enterprise-wide directory. We designed our platform to support enterprise-wide deployments to hundreds of thousands of users, integrating thousands of different sources of information and services. The platform is based on an open network architecture for sharing the resources assembled by one portal with other businesses, platforms and devices.

Our objective is to lead the corporate portal market with the most comprehensive, innovative portal technology, the broadest alliance network and the most satisfied customers. To accomplish this, we intend to:

. Establish our product as a platform for integrating all of an organization's existing resources on the Internet, and for delivering new services to that organization.

. Build new alliances with technology vendors and systems integrators that can extend our platform to incorporate new types of information and services.

. Increase our market share among industry-leading customers, increasing the number of users of our platform.

. Capitalize on a network effect, selling our software to new customers that seek to exchange information and services with our existing customers.

Our principal executive offices are located at 500 Sansome Street, San Francisco, California 94111, and our telephone number is 415-263-8900. Our Web site is www.plumtree.com. The information on our Web site does not constitute part of this prospectus.

The Offering

Common stock offered....................... shares Common stock to be outstanding after the offering.................................. shares Use of proceeds............................ For working capital and other general corporate purposes. In addition, we may use a portion of the net proceeds to acquire complementary products, technologies or businesses. See "Use of Proceeds."

Proposed Nasdaq National Market symbol..... PLUM The number of shares of common stock to be outstanding after this offering is based on the number of securities outstanding as of August 31, 2000, and excludes:

. 4,948,630 shares issuable upon exercise of options outstanding as of August 31, 2000 at a weighted average exercise price of $1.51 per share;

. 11,446,333 additional shares available for future issuance under our stock option plans;

. 1,000,000 shares available for future issuance under our employee stock purchase plan; and . 355,809 shares issuable upon exercise of warrants outstanding as of August 31, 2000 at a weighted average exercise price of $0.50 per share.

Unless otherwise indicated, information in this prospectus assumes:

. the conversion of all outstanding shares of preferred stock into shares of common stock upon completion of this offering; and . no exercise of the underwriters' over-allotment option.

SUMMARY FINANCIAL DATA (in thousands, except per share data)

                                                                Six Months
                                              Year Ended           Ended
                                             December 31,        June 30,
                                             1998     1999     1999     2000
                                                                (unaudited)
Statements of Operations Data:
Revenue...................................  $   181  $ 3,354  $   685  $ 8,843
Total cost of revenue.....................       19    1,208      211    3,443
Total operating expenses..................    3,972    9,025    3,311   11,779
Loss from operations......................   (3,810)  (6,879)  (2,837)  (6,379)
Net loss..................................   (3,782)  (7,030)  (2,931)  (6,319)
Net loss per common share, basic and
 diluted..................................  $ (1.08) $ (1.78) $ (0.80) $ (1.22)
Pro forma net loss per common share, basic
 and diluted (unaudited)..................           $ (0.51)          $ (0.32)
Weighted average common shares, basic and
 diluted..................................    3,509    3,944    3,658    5,165
Pro forma weighted average shares
 outstanding, basic and diluted
 (unaudited)..............................            13,843            20,054

June 30, 2000 Pro Forma Actual Pro Forma As Adjusted (unaudited) (unaudited) (unaudited)

Balance Sheet Data:
Cash and cash equivalents.................   $14,899     $14,899     $
Total assets..............................    28,272      28,272
Long-term obligations, net of current
 portion..................................       422         422
Convertible preferred stock...............    36,507         --
Total stockholders' equity ...............    20,478      20,478

The balance sheet data is shown on a pro forma basis to give effect to:

. the conversion of all outstanding shares of preferred stock into shares of common stock upon completion of this offering.

The balance sheet data is shown on a pro forma as adjusted basis to give effect to:

  . the sale of the        shares of common stock that we are offering under
    this prospectus at an assumed initial public offering price of $      per
    share and after deducting estimated underwriting discounts and
    commissions and estimated offering expenses.
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