Visual Sciences, Inc. - Filing of certain prospectuses and communications in connection with business combination transactions
29 Octubre 2007 - 3:21PM
Edgar (US Regulatory)
Filed by Omniture, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Visual Sciences, Inc.
Commission File No.: 000-31613
The
following presentation is being used by Omniture, Inc. at meetings
with employees
of Visual Sciences.
Omniture Welcomes Visual Sciences
Josh James
CEO and Co-Founder
|
What We Do
We provide an online business optimization
platform that our customers use to measure,
optimize and automate their online and
multi-channel business initiatives.
|
This Combination is Very Exciting
Deliver a richer solution set to over 4,000
customers
Accretive to earnings immediately after closing
Increased revenue and efficiency to invest
more aggressively in the technologies and
sales organizations
|
LINA GEORGE SVP Human Resources Sterling Commerce; Maxtor; Verio; AT&T
JOSH JAMES CEO and Co-Founder 10 years CEO online marketing and web analytics
Experienced Internet and Software Team
CHRIS HARRINGTON President Worldwide Sales VP Sales, Computer Associates; Domain Systems
MIKE HERRING CFO and EVP CFO, MyFamily.com; ThirdAge Media; Anergen
JOHN PESTANA EVP Customer Success and Co-Founder Web analytics pioneer - 10 years
BRETT ERROR CTO and EVP Products CTO, Omniture - 8 years
NEIL WESTON General Manager EMEA and SVP GM EMEA, Siebel Systems
SHAWN LINDQUIST CLO and SVP Wilson Sonsini Goodrich & Rosati; Novell
JOHN MELLOR SVP Business Dev. & Corp. Strategy VP BD Computer Associates, Co-Founder Viewpoint
JOHN VANDERMAY VP Engineering VP Engineering, Cognos
BRANDON PULSIPHER VP Network Operations VP Net Ops, Omniture - 8 years
WOLFGANG MAASBERG VP North America Sales VP North America Sales, Coremetrics
DON CASH VP Mid-Market Sales Siebel head of Mid Market Sales
MATT BELKIN VP Best Practices 8 years analytics - Adobe; Yahoo!; Macromedia
PATRICK KELLIHER VP Finance and Controller VP Finance, Cadence Design Systems; 3COM
MIKE DODD SVP Corporate Development VC, Investment Banker, Corp Dev
GAIL ENNIS SVP Marketing VP Marketing, BEA Systems; Oracle
NED SIZER VP Financial Planning and Analysis VP FP&A, Macromedia; Ford
|
JPI Web Development
SuperStats (AD Supported)
Enterprise Launch SMB Portal
Enterprise R&D Customers Sold to Verisign
SiteCatalyst Branding, Sales, Marketing & Distribution
OMTR
Omniture Acquires Instadia
Omniture Acquires TouchClarity
Omniture Completes Secondary Offering
Omniture Acquires Offermatica
Omniture and Visual Sciences Join Forces
1996
1997
1999
2001
2002
2006
2007
2007
2007
2007
2007
Evolution of Omniture
|
Omniture Snapshot
Public Company on NASDAQ: OMTR
2006 86% Revenue Growth over 2005
Global Market Leader for Web Analytics IDC Sept. 07
2nd Largest Market Cap for On-Demand Companies
Fastest-Growing Public Software Company
2,500 Customers Q2 07
531 Employees Q2 07
170 Patents & Patent Applications
520 Billion Transactions Q2 07
8,600 Servers, 7 Data Centers
|
Performance
Revenue Growth
All non-GAAP numbers have been adjusted to exclude certain items. A reconciliation of specific adjustments to GAAP results for this quarter is included in the GAAP to non-GAAP slide, included at the end of this presentation.
A reconciliation of non-GAAP adjustments to GAAP results are also included on the Investor Relations section of our corporate Web site at www.omtr.com. Revenues presented above represent non-GAAP amounts, which
exclude acquisition related deferred revenue adjustments. Gross margin percentages presented above represent non-GAAP amounts, which exclude acquisition related deferred revenue adjustments, stock-based compensation
expense and amortization of intangible assets. Adjusted EBITDA is a non-GAAP financial measure, and refers to Earnings Before Interest, Taxes, Depreciation and Amortization. Adjusted EBITDA also excludes stock-based
compensation expense.
0
$5M
$10M
$15M
$20M
$25M
$30M
Q2
Q3
Q4
Q1
2005
2006
2007
Q2
Q3
Q4
Q1
Q2
Q1
$35M
-25%
-15%
0%
15%
30%
45%
60%
75%
Gross Margin
Adjusted EBITDA Margin
Quarterly Revenue Growth
(In Millions)
|
Performance
Revenue Growth
Customer Growth
0
250
500
750
1000
1500
2000
Q2
Q3
Q4
Q1
2005
2006
2007
Q2
Q3
Q4
Q1
Q2
Q1
2500
Quarterly Customer Growth
1250
1750
2250
|
Performance
Revenue Growth
Customer Growth
Usage Growth
0
100
200
300
400
500
600
Q2
Q3
Q4
Q1
2005
2006
2007
Q2
Q3
Q4
Q1
Q2
Q1
Quarterly Transactions
(In Billions)
|
Performance
Revenue Growth
Customer Growth
Usage Growth
Expansion of
Product Portfolio
|
Performance
Established as a
Global Market Leader
Revenue Growth
Customer Growth
Usage Growth
Expansion of
Product Portfolio
|
MEDIA
RETAIL
FINANCE
TRAVEL
TELECOM
OTHER
TECHNOLOGY
AUTOMOTIVE
Leading Companies Run Omniture
|
Continuing to Sign the World's Best Companies
Key New Customers
|
Omniture and Visual Sciences
World class people
Competitive, fun culture
On-demand subscription
based business model
Strong technology
Broad application
Publicly listed (NASDAQ)
2500+ Customers
Established sales, mktg, ops
World class people
Competitive, fun culture
On-demand subscription
based business model
Strong technology
Broad application
Publicly listed (NASDAQ)
1500+ Customers
Investing in sales, mktg, ops
|
20 40 60 80 100 120 140 160 180 200
East
West
North
Sizing the Market
Alexa Ranking
Enterprise
Mid-Market
SMB/Hobby
Monthly Page Views
Millions
Of Sites
Thousands
Billions
20
40
60
80
100
120
140
160
180
200
|
Sizing the Market
Alexa Ranking
Mid-Market
SMB/Hobby
Monthly Page Views / ACV
Millions
Of Sites
Enterprise
20 40 60 80 100 120 140 160 180 200
East
West
North
|
Millions
Of Sites
Alexa Ranking
Market Opportunity = $3 - 4B
Sizing the Market
Monthly Page Views / ACV
Enterprise
Mid-Market
SMB/Hobby
20 40 60 80 100 120 140 160 180 200
East
West
North
|
Millions
Of Sites
Alexa Rank
Mid-Market
SMB/Hobby
Enterprise
Sizing the Market
Increased Products
Makes Opportunity
Larger!
Monthly Page Views / ACV ROI
|
Market Opportunity
Web Analytics &
Server Behavior
1995-2002
Reporting, Decision
Support and User
Behavior
2002-2005+
Automated
Discovery &
Automation Action
2007+
Testing &
Optimization
2005-2007+
Sophistication
ROI
Measure
Behavior
Manual or Batch
Improvements
Automated, Real-Time
Behavioral Optimization
SiteCatalyst Behavioral DataWarehouse
|
Our Opportunity Together
Combined Company Dramatically
Accelerates Development and
Delivery of Industry-Defining
Business Optimization Platform
|
Here's What We Focus On Together
Customers
Focus on delivering value to customers.
People
Bringing together great people.
Compelling Solution
Industry leading technology development that solves real world opportunities.
Market Position
We are clearly in a great position as we move into the much broader market
of Online Business Optimization (language, marketing, tone).
Winning - Competitive Drive
Desire to win and passion for where this industry can go. Leave the others
behind.
|
Josh James
CEO and Co-Founder
2007 - CHANGING THE GAME!
|
Thank You and Questions
welcomes
|
Additional Information and Where You Can Find It
Omniture intends to file with the SEC a Registration Statement on Form S-4, which will include
a joint proxy statement/prospectus of Omniture and Visual Sciences and other relevant materials in
connection with the proposed transaction. The joint proxy statement/prospectus will be mailed to
the stockholders of Omniture and Visual Sciences. Investors and security holders of Omniture and
Visual Sciences are urged to read the joint proxy statement/prospectus and the other relevant
materials when they become available because they will contain important information about
Omniture, Visual Sciences and the proposed transaction. The joint proxy statement/prospectus and
other relevant materials (when they become available), and any other documents filed by Omniture or
Visual Sciences with the SEC, may be obtained free of charge at the SECs web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of the documents filed with the
SEC by Omniture by contacting Omnitures Investor Relations at ir@omniture.com or via telephone at
(801) 722-7037. Investors and security holders may obtain free copies of the documents filed with
the SEC by Visual Sciences at vscn@marketstreetpartners.com or via telephone at (858) 546-0040.
Investors and security holders are urged to read the joint proxy statement/prospectus and the other
relevant materials when they become available before making any voting or investment decision with
respect to the proposed transaction.
Omniture and its respective directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of Omniture and Visual Sciences in favor of
the proposed transaction. Information about the directors and executive officers of Omniture and
their respective interests in the proposed transaction will be available in the joint proxy
statement/prospectus.
Visual Sciences and its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Visual Sciences and Omniture
in favor of the proposed transaction. Information about the directors and executive officers of
Visual Sciences and their respective interests in the proposed transaction will be available in the
joint proxy statement/prospectus.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on
managements current expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this document include
statements about the benefits of the proposed Omniture/Visual Sciences transaction, including, but
not limited to, the delivery of richer solutions to customers, increased revenue, increased market
opportunity, acceleration of development and delivery of products and the expectation that the
transaction will be accretive to earnings. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions that are difficult to predict,
and are based upon assumptions as to future events that may not prove accurate. Therefore, actual
outcomes and results may differ materially from what is expressed herein. For example, if either
of the companies does not receive required stockholder approvals or fails to satisfy other conditions to closing, the transaction will
not be consummated. In any forward-looking statement in which Omniture expresses an expectation or
belief as to future results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but there can be no assurance that the statement or expectation or belief
will result or be achieved or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking statements: failure
of either the Omniture or Visual Sciences stockholders to approve the proposed merger, and other
economic, business, competitive, and/or regulatory factors affecting Omnitures business generally,
including those set forth in Omnitures most recent Annual Report on Form 10-K and Quarterly Report
on Form 10-Q, especially in the Risk Factors and Managements Discussion and Analysis of
Financial Condition and Results of Operations sections, and its Current Reports on Form 8-K and
other SEC filings. Omniture is under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of new information, future
events, or otherwise.
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