On August 4, 2000, we acquired all of the outstanding capital stock of Orchest, Inc., a privately held company based in
Cupertino, California, for a purchase consideration of 255,288 shares of our common stock and acquisition expenses of $72,060. We recorded
$8.4 million for intangible assets. Orchest provided online financial services that enable users to access a consolidated view of their personal
financial information from multiple institutions. The acquisition was accounted for as a purchase.
IQorder.com , Inc.
On July 3, 2000, we acquired all of the outstanding shares, warrants and options of IQorder.com, Inc., a privately
held company based in Tempe, Arizona, for a purchase consideration of 989,959 shares of our common stock for all of IQorder's outstanding
shares, warrants and options. We recorded a one time in process research and development charge of $6.0 million and recorded $62.5 million
in intangible assets. Acquisition expenses were $132,088. IQorder's technology allows consumers to enter a model number, UPC code, part
number, barcode or ISBN, or to scan in a UPC code, in order to locate a product, compare prices and make an instant purchase with a single
click. The acquisition was accounted for as a purchase.
Millet Software, Inc .
On March 31, 2000 we acquired all of the common stock of Millet Software, a privately held company, for a
purchase consideration of 488,224 shares of our common stock and acquisition expenses of $255,000. We recorded a one time in process
research and development charge of $2.4 million and recorded $30.9 million in intangible assets. The acquisition was accounted for as a
purchase.
In this transaction, we acquired net assets of $5.9 million. This includes $6.0 million in purchased technology that includes in process
research and development, $170,000 of acquired workforce and $104,000 in net liabilities. We issued shares with a fair value of $24.4 million
and incurred acquisition costs of $255,000. This resulted in $23.8 million of goodwill. We recorded a one time charge of $2.4 million for in
process research and development that had not yet reached technological feasibility and had no alternative future use.
Saraide Inc .
On March 10, 2000 we acquired 80% of the common stock of Saraide, a privately held company, for a purchase
consideration of 9,233,672 shares, valued at $334.3 million, and acquisition expenses of $374,000. The acquisition was accounted for as a
purchase. The purchase includes $97.0 million in purchased technology which includes in process research and development, $16.0 million of
contract list, $2.1 million of acquired workforce, $249.6 million of goodwill and $17.4 million in net liabilities. We recorded a one time charge
of $71.7 million for in process research and development that had not yet reached technological feasibility and had no alternative future use.
Net liabilities and losses applicable to the minority interest in Saraide exceed the minority interest equity capital in Saraide. The minority
interest portion of the net liabilities and further losses are charged against us, the majority interest, since the minority interest is not obligated to
fund these net liabilities and further losses. If Saraide has future earnings, we will recognize income to the extent of such losses previously
absorbed.
Prio, Inc .
On February 15, 2000, we consummated the acquisition of Prio, a privately held company. The combination was accounted
for as a pooling of interests. We issued 9,322,418 shares of our common stock in exchange for all the outstanding common and preferred stock
of Prio.
Prio provided commerce solutions specializing in the development of strategic partnerships, technologies and programs that drive
commerce in both traditional and online shopping environments and Internet commerce applications that deliver solutions designed for small
and medium sized merchants to build, manage and promote online storefronts. The consolidated financial statements and the accompanying
notes reflect our financial position and the results of operations as if Prio was our wholly owned subsidiary since inception.
Zephyr Software Inc .
On December 29, 1999, we acquired all of the common stock of Zephyr, a privately held company, and its wholly
owned subsidiary Zephyr Software (India) Private Limited for a purchase consideration of 651,392 shares of our common stock and acquisition
expenses of $539,512. The acquisition was accounted for as a purchase. In this transaction, we assumed net liabilities of $20,690, issued shares
with a fair value of $8.6 million and recorded $9.2 million of goodwill.
