EDGAR Online's IPO SECrets Newsletter Editor: Timothy Middleton, EDGAR Online Analyst mailto:editor@edgar-online.com ***INSIDE THIS ISSUE NEW & NOTEWORTHY IPO QUESTION OF THE WEEK: What is a warrant? IPO COLUMN OF THE WEEK: Leaving Money on the Table IPO COMPANY PROFILE: Watson Wyatt & Co. Holdings (WW) IPO MIDWEEK UPDATE COMPANIES MENTIONED IN THIS ISSUE PEOPLE MENTIONED IN THIS ISSUE /---------------------ADVERTISEMENT-------------------------------\ DON'T MISS OUT ON YOUR CHANCE TO WIN AN IBM THINKPAD 600X Register now for any of ITworld.com's weekly IT email newsletters, and enter our sweepstakes for your chance to win a powerful new IBM ThinkPad 600x. CLICK HERE! http://www.itworld.com/sweeps/sweepsim.html?impsite=9235 \-----------------------------------------------------------------/ ---------------------------------------- ***NEW AND NOTEWORTHY*** ---------------------------------------- EDGAR Online Launches "Fair Disclosure Express" Site In response to the SEC's Oct. 23rd adoption of the new Fair Disclosure regulation, we have launched "FD Express" (www.FD-express.com), to keep you abreast of the sweeping changes and the influx of new filings expected as a result of the new FD rule. In addition to real-time filings of Forms 8-K and 425, the new Web site provides an analysis of the new Fair Disclosure rule by the law firm Morrison & Foerster LLP, a selection of comment letters submitted to the SEC on the rule and glossary of FD-related terms. "Savvy market players and investors will be looking at the surge of new disclosure filings made as a result of the new Fair Disclosure rule. EDGAR Online is making all these filings available in one place --- FD Express," said Jay Sears, senior vice president for EDGAR Online, Inc. The volume of 8-K filings, disclosures of unscheduled material events, is expected to double over the next 12 months due to the new Fair Disclosure rule. "Form 8-Ks are the anti-press release, now more than ever." said Sears. "Question of the Week" Archive Now Searchable In light of numerous subscriber requests to search back issues of SECrets, our "Questions of the Week" are now searchable alphabetically and chronologically. Later this year, the full newsletter archive will be searchable. Click on the "SECrets Newsletter" button under "News" on the EDGAR Online home page http://www.edgar-online.com/secrets. The default view is alphabetical search. To find questions beginning with numbers - i.e. "13-D", click on the pound sign "#". -- HB ---------------------------------------- ***IPO QUESTION OF THE WEEK*** ---------------------------------------- QUESTION: What is a warrant? ANSWER: A warrant is a right to purchase stock in the future at a pre-set (premium) price. Warrants are often issued with preferred stock, or a bond, and function as a deal "sweetener"- i.e. the underwriters of an IPO that priced at $12, could receive warrants to purchase additional shares at $15 any time over the next five years. Unlike call options which are typically "in play" for less than a year, warrants tend to be longer term in scope - one to five years and sometimes into perpetuity. Warrants are typically offered at a premium to the offering price and may account for 10% of the offering. Warrants are sometimes transferable and often trade on the major exchanges. ---------------------------------------- ***IPO COLUMN OF THE WEEK*** ---------------------------------------- Leaving Money on the Table With the IPO market cooling off, less money is being left on the table. This expression refers to the gap between the price underwriters assign to a stock, and the price the market accords it when it's released for trading. Traditionally, Wall Street prices an IPO at 10% to 15% below the price the shares are expected to fetch in the public market. Issuers get a little less, but they harvest goodwill because the deal is reckoned a success. Underwriters reap a bonanza: Quick profits for favored customers, a reputation as a money maker, and better prospects for future deals. This summer, the amount left on the table was staggering -- in some instances netting the underwriters' customers more than the issuers got themselves. In July, for example, Corvis Corp. (CORV) was priced at $36 but began trading at $74. The pricing set the company's value at $1.14 billion. The market said it was worth $2.34 billion -- a difference of more than 100%. "Those deals were done in an environment of almost a casino mentality," says Eric Miller, a portfolio manager with Heartland Advisors, a money management firm in Milwaukee, Wis. "The whole tech market was vastly overvalued, and IPOs just sort of fed that mentality." That mentality's appetite was voracious: The Corvis deal is by no means the most extreme example of riches piling up on a groaning board. In August, McDATA Corp. (MCDT) was priced at $28 but began trading at $72 - an instant bonus to IPO investors of 157%. Last month, CoSine Communications (COSN) went out at $23 and on the first trade soared to $70, an instant gain of more than 200%. Then the Nasdaq began to melt again, as it did in the spring. The total value of IPOs filed in the third quarter of 2000 shrank to $18.3 billion from $32.8 billion in the second quarter, and was about even with the third quarter of 1999. This month, IPO investors have found considerably smaller bounties being placed on their investments. When Synplicity Inc., a maker of design software for integrated circuits, went public last week at $8, it opened at $8.47, a premium of only 5.9%. Regus PLC (REGSV), a British office-services firm, was priced Monday at $18.79 and opened Tuesday at $20, up 6.4%. Endwave Corp. (ENWV), a maker of components for broadband wireless communications, was priced Monday at $14 and opened the next day at precisely that amount. "People are beginning to recognize that in this type of market you're not going to get the big pop, and you might actually have to own these things for more than 10 or 15 minutes," says Miller. "That's bringing a little more realism to this type of IPO." Users of EDGAR-Online can track pricing and other trends at our IPO Express, http://www.edgar-online.com/ipoexpressn/ by clicking on IPO Express on the left-hand menu bar. /----------ADVERTISEMENT----------------------------------------\ Purchase Business/Credit Reports from Dun & Bradstreet on over 11 million U.S. businesses. Click on the "Resources" link when you look up SEC filings for any public company, or search by company name and state at http://www.edgar.telebase.com \----------------------------------------------------------------/ ---------------------------------------- ***IPO COMPANY PROFILE*** ---------------------------------------- Watson Wyatt & Co. Holdings (WW) With unemployment at a 30-year low, human resources consulting firms have emerged from the back office into the public eye. Watson Wyatt & Co. Holdings (WW) went public last week at $12.50 a share in a deal lead by Deutsche Banc Alex. Brown. This week, Watson Wyatt shares surged 36% to $17 per share. http://www.edgar-online.com/ipoexpressn/priced.asp "We've seen e-consulting firms losing so much of their value, it's quite a surprise to see this decades-old firm coming in and doing well in its IPO," says Delicia Yard, editor of Consultants News, an industry newsletter. Boston-based Viant Corp. (VIAN), for example, is trading around one-tenth of its 52-week high. Scient Corp. (SCNT), another Internet consulting firm, is down 85% from its high. "Watson Wyatt is the antithesis of these kinds of firms," Ms. Yard says. "It doesn't have a sexy business model -- it's not helping dot-com firms with their strategies." Rather, the 54-year-old company, the nation's fifth -largest HR consulting firm, advises Fortune 500 companies such as General Electric and General Motors on recruitment, personnel policies, salaries and benefits, pension regulations, global expansion and related matters. The Bethesda, MD-based firm's revenue in the fiscal year ended June 30 was $624.6 million, and net income was $18.5 million. The company and its affiliates have 5,800 employees in 85 offices worldwide, according to its most recent annual report. http://www.edgar-online.com/secrets.asp?d=A-892968-0000912057-00-042928 Watson Wyatt is a leader in an industry that is growing in overlap as well as size. Its competitors include other HR giants like William M. Mercer and Towers Perrin, accounting firms like Pricewaterhouse Coopers, benefits consultants like Buck Consultants and information technology firms like Andersen Consulting. Historically employee-owned, like many consulting firms are, Watson Wyatt sold 5.6 million shares -- half on its own behalf and half by selling shareholders. About 83% of the company's outstanding stock remains in the hands of insiders, most of them employees. --------------------------------------- *** IPO MIDWEEK UPDATE FROM IPO EXPRESS*** ---------------------------------------- Undone Deals: Friday the 13th Takes Its Toll AMComp Inc. (-TBA-) of North Palm Beach, FL http://www.edgar-online.com/ipoexpressn/company.asp?company=2961 EDGAR INSIGHT: AMComp Inc. filed Oct. 13 to withdraw its IPO. Donaldson Lufkin & Jenrette Inc. was the lead underwriter. The proposed offering was expected to raise $50 million. The company is Florida's fourth largest provider of workers' compensation insurance. The 175-employee company reported revenue of $108.6 million in 1997, and net income of $5.4 million, in an S-1 originally filed Nov. 12, 1998. Commerx Inc. (CMRX) of Chicago, IL http://www.edgar-online.com/ipoexpressn/company.asp?company=4162 EDGAR INSIGHT: Commerx Inc. filed Oct. 13 to withdraw its IPO. Goldman Sachs & Co. was the lead underwriter. The proposed offering was expected to raise $100 million. The company creates business-to-business electronic marketplaces for customers and sellers in the industrial processing industry. In the nine months ended Sept. 30, the 100-employee company had revenue of $800,000, and a loss of $8.1 million. Redone Deals MCE Companies Inc. (MCEI) of Ann Arbor, MI http://www.edgar-online.com/ipoexpressn/company.asp?company=4868 EDGAR INSIGHT: MCE Companies Inc. filed Oct. 13 to decrease its price to $11-$13 per share from $13-$15 per share, and to decrease its offering to 5.5 million shares from 8.7 million. Deutsche Banc Alex. Brown Inc. is the lead underwriter. The proposed offering is expected to raise $71.5 million. MCE sells products used in wireless broadband access, fiber optic networking, and radar and satellite applications. The company will have 26.6 million shares outstanding. The 643-employee company had revenue of $64.6 million in 1999, and a loss of $1.9 million. IPOs on Deck Peets Coffee & Tea Inc. (PEET) of Emeryville, CA http://www.edgar-online.com/ipoexpressn/company.asp?company=5092 EDGAR INSIGHT: Peets Coffee & Tea Inc. filed Oct. 13 for an IPO. WR Hambrecht & Co. is the lead underwriter. The proposed offering of 3.3 million shares is expected to raise $46.2 million. The company roasts and markets fresh whole bean coffee. The company will have 8 million post-offering shares outstanding. The 1,502-employee company had revenue of $67.8 million in 1999, with a loss of $0.1 million. /---------------------ADVERTISEMENT--------------------------\ EDGAR Online Corporate creates customized corporate applications that can be integrated seamlessly into your company's Intranet or Extranet. We meet the needs of our clients who require the business, financial, and competitive information derived from SEC filings delivered throughout their organization, tailored to their specifications. Find out more at http://www.edgar-online.com/corporate.asp \--------------------------------------------------------------/ ---------------------------------------- **COMPANIES MENTIONED IN THIS ISSUE*** ---------------------------------------- AMComp Inc Andersen Consulting Buck Consultants Commerx Inc Consultants News Corvis Corp CoSine Communications Deutsche Banc Alex. Brown Donaldson Lufkin & Jenrette Inc Endwave Corp General Electric General Motors Goldman Sachs & Co Heartland Advisors, McDATA Corp MCE Companies Inc Peets Coffee & Tea Inc Pricewaterhouse Coopers Regus PLC Synplicity Inc Towers Perrin Viant Corp Watson Wyatt & Co. Holdings William M. Mercer WR Hambrecht & Co ---------------------------------------- **PEOPLE MENTIONED IN THIS ISSUE*** ---------------------------------------- Miller, Eric Yard, Delicia ---------------------------------------- ABOUT THE EDITOR ---------------------------------------- IPO SECrets is edited by EDGAR Online Analyst Timothy Middleton. Timothy has covered business and financial topics for The Wall Street Journal, The New York Times, Dow Jones News Service and Crain's New York Business. Twice nominated for the Pulitzer Prize in investigative journalism, his weekly business reports can be heard on WCBS Radio and Microsoft MoneyCentral Radio. For press, syndication, and advertising inquiries, contact Group Publisher Hank Berkowitz at mailto:hberkowitz@edgar-online.com ---------------------------------------- Copyright 2000, EDGAR Online, Inc. http://www.edgar-online.com ---------------------------------------- DISCLAIMER: EDGAR Online's IPO SECrets contains observations of its editor Timothy Middleton, a consultant of EDGAR Online and is for informational purposes only. These statements and expressions are the sole opinions of Mr. Middleton and EDGAR Online does not endorse nor necessarily agree on such statements and expressions. Factual statements in this report are made as of the date stated and are subject to change without notice. Nothing contained herein shall be deemed to be recommendations to buy, hold or sell securities nor shall it purport to be a complete analysis of the companies mentioned. While the information contained in this Report and the opinions contained herein are based on sources believed to be reliable, neither Mr. Middleton nor EDGAR Online have independently verified the facts, assumptions and/or estimates that may be contained in this Report. Accordingly, no representation or warranty, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information and opinions contained in this Report. **************************************** UNSUBSCRIBE INSTRUCTIONS **************************************** You are receiving this newsletter because you are a registered user of EDGAR Online. 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