Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
AGREEMENT
---------
This Agreement (the "Agreement') is made and entered into by and between
Digital Equipment Corporation ("Digital"), a Massachusetts corporation, and
AltaVista Technology, Inc. ("ATI"), a California corporation (collectively, the
"Parties").
WHEREAS, ATI registered the domain name "altavista.com" with InterNIC on or
about February 1, 1995;
WHEREAS, on or about March 14, 1996, the Parties entered into an Agreement
pursuant to which ATI agreed to assign to Digital all of its right, title and
interest in and to the ALTAVISTA trademark and Digital agreed to grant ATI a
nonexclusive license to use the ALTAVISTA mark as part of the corporate name
"AltaVista Technology, Inc." and as part of the Internet domain name
"altavista.com";
WHEREAS, on or about March 14, 1996, the Parties entered into a trademark
Assignment Agreement pursuant to which ATI assigned to Digital all of its right,
title and interest in and to the ALTAVISTA trademark;
WHEREAS, on or about March 19, 1996, the parties entered into a Trademark
License Agreement ("License Agreement") pursuant to which Digital granted ATI a
nonexclusive license to use the ALTAVISTA mark as part of the corporate name
"AltaVista Technology, Inc." and as part of the Internet domain name
"altavista.com";
REDACTED
WHEREAS, the Parties have agreed to terminate the License Agreement and
enter into a License Termination and Installment Sale Agreement whereby ATI has
agreed to sell, transfer and assign to Digital all of ATI's rights in and to the
ALTAVISTA mark granted to ATI under the License Agreement, including but not
limited to ATI's right to use the ALTAVISTA mark as part of the corporate name
"AltaVista Technology, Inc." and as part of the Internet domain name
"altavista.com" REDACTED;
NOW, THEREFORE, for and in consideration of the mutual promises, releases
and agreements herein contained, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Installment Sale Agreement.
-----------------------------
Immediately upon execution of this Agreement, the Parties shall execute a
License Termination and Installment Sale Agreement, in the form attached hereto
as Exhibit A.
2. Linking and Content Agreement.
--------------------------------
Immediately upon execution of this Agreement, the Parties shall execute a
Linking and Content Agreement in the form attached hereto as Exhibit B.
REDACTED
--------
4. Press Release by Digital.
----------------------------
Within ten (IO) days after the execution of this Agreement, Digital will
issue a press release regarding the Parties' agreements, substantially in the
form attached hereto as Exhibit C. Except as permitted in paragraph 7.1 hereof,
ATI shall not make any statements regarding the terms of this Agreement or any
other agreement of the Parties entered into contemporaneously herewith except
those terms disclosed in the press release, nor shall ATI respond to inquiries
from the press or from any other person regarding said terms, except to refer
such inquiries to
Digital's press release.
2
REDACTED
6. Return of Confidential Information.
--------------------------------------
Within ten (IO) days after the execution of this Agreement, each party
shall return all (including all copies) of the other Party's confidential
information produced in connection with the Action.
7. Confidentiality.
----------------
7.1 Confidentiality and non disparagement- Except to the extent that
--------
disclosure of the terms of this Agreement (i) may be required by law or (ii) is
required for purposes of obtaining tax or accounting advice or communicating
with insurance carriers, the Parties agree that the terms of this Agreement, the
settlement negotiations prior thereto, and the facts and circumstances
underlying this Agreement shall be considered confidential. Any and all
statements made by the Parties in connection with this Agreement and the
settlement negotiations prior thereto, whether a statement of fact, opinion,
supposition or otherwise, may not and will not be used, quoted or alluded to in
any manner. The Parties agree to use commercially reasonable efforts to prevent
disclosure of the terms of this Agreement and the settlement negotiations prior
thereto any third party. The Parties agree not to publicly disparage each other
(including, but not limited to, through their counsel) concerning the litigation
or the subject matter thereof.
7.2 Material Breach of Confidentiality- The Parties agree that any
-------------------------------------
violation of the provisions of paragraph 7.1 shall be a material breach of this
Agreement,
3
REDACTED
9. Material Breach.
-----------------
The Parties agree that upon any material breach by ATI of the terms of this
Agreement or the terms of the License Termination and Installment Sale
Agreement, all of Digital's obligations under the Linking and Content Agreement
shall terminate.
10. Miscellaneous.
--------------
10.1 cc - All notices, requests, waivers, consents, or other
communications required or permitted by this Agreement ("Notices") shall be in
writing. Notices shall be deemed delivered for all purposes when delivered in
person or when dispatched by electronic facsimile transmission or upon
confirmation of receipt when dispatched by a nationally recognized overnight
courier service to the appropriate party with a copy to counsel (which shall not
constitute notice) as follows:
If to Digital:
Cliff Simpson, Esq.
Group Counsel, Consumer Products Group Office of the General Counsel
Compaq Computer Corporation
20555 SH249
MS I 10701
Houston, Texas 77070
Telephone: (281) 518-2552
Facsimile: (281) 514-8332
4
with a copy to:
Shepard M. Remis, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
Telephone: (617) 570-1350
Facsimile: (617) 523-1231
If to ATI:
------------
Jack Marshall
President
AltaVista Technology, Inc-
1671 Dell Avenue, Suite 209
Campbell, California 95008
Telephone: (408) 364-8777
Facsimile: (408) 364-8778
with a copy to:
Lee Carl Bromberg, Esq.
Bromberg & Sunstein LLP
125 Summer Street
Boston, Massachusetts 02110-1618
Telephone: (617) 443-9292
Facsimile: (617) 443-0004
10.2 Amendment and Waiver, This Agreement may be amended, modified,
--------------------
waived, discharged or terminated only by an instrument in writing of subsequent
or even date signed by both Parties.
10.3 Successors and Assigns. This Agreement will be binding upon
-------------------------
and inure to the benefit of the Parties and their respective successors and
assigns.
10.4 Rights of the Parties. Nothing expressed or implied in this
------------------------
Agreement is intended or will be construed to confer upon or give any person or
entity other than the Parties or their respective successors and assigns any
rights or remedies under or by reason of this Agreement or any transaction
contemplated hereby.
10.5 Titles and Headings. Titles and headings to Articles and
----------------------
Sections herein are inserted for convenience of reference only, and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.
5
10.6 Entire Agreement. This Agreement, together with its Exhibits,
------------------
constitutes the entire agreement between the Parties with respect to the subject
matter hereof, and there are no agreements between the Parties with respect
hereto except as expressly set forth herein.
10.7 Delay or Omission. No delay or omission by either of the
--------------------
Parties in exercising any right under this Agreement will operate as a waiver of
any right. A waiver of consent given by either of the Parties on any occasion
is effective only in that instance and will not be construed as a bar to or
waiver of any right on any other occasion.
10.8 Severability. In case any provision contained in this
-------------
Agreement is determined by a court to be invalid or unenforceable, the validity
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
10.9 Additional Documents. Each of the Parties shall, upon the
----------------------
request of the other party, provide such other party with such additional
instruments, certificates and documents as the requesting party shall reasonably
require, whether or not such request is made after the date of this Agreement,
in order to provide the requesting party with the rights and benefits to which
such party is entitled under the Agreement.
10.10 Counterparts. This Agreement may be executed in any number of
-------------
counterparts, each of which when executed and delivered shall be deemed an
original; such counterparts shall together constitute but one agreement.
10.11 Corporation. Each party hereto is a corporation, and each
------------
person executing this Agreement on behalf of a corporation represents and
warrants that: (a) such corporation is duly organized, validly authorized and in
good standing, and possesses full power and authority to enter into and comply
with the terms of this Agreement; (b) the execution and delivery, and compliance
with the terms, of this Agreement have been duly and validly authorized by all
requisite corporate acts and consents and do not contravene the terms of any
other obligation to which the corporation is subject; (c) this Agreement, when
effective, shall constitute a legal, binding and valid obligation of such
entity, enforceable in accordance with its terms; and (d) each of the Parties
hereto shall furnish to the other party such evidence of such actions and
consent, and such legal opinions with respect thereto, as either of the Parties
may reasonably request.
6
10.12 Governing Law. This Agreement and the terms, covenants and
--------------
conditions hereof shall be construed in accordance with, and governed by, the
laws of the Commonwealth of Massachusetts (without giving effects to any
conflicts of law provisions contained therein).
IN WITNESS HEREOF, the Parties hereto have duly executed this Agreement on this
31st. day of July, 1998.
DIGITAL EQUIPMENT CORPORATION ALTAVISTA TECHNOLOGY, INC.
By: s._Robert E. Hult By: _____________
-------------------
Robert E. Hult Jack Marshall
7
10.12 Governing Law. This Agreement and the terms, covenants and
---------------
conditions hereof shall be construed in accordance with, and governed by, the
laws of the Commonwealth of Massachusetts (without giving effect to any
conflicts of law provisions contained therein).
IN WITNESS HEREOF, the Parties hereto have duly executed this Agreement on
this 31-st. day of July, 1998.
DIGITAL EQUIPMENT CORPORATION ALTAVISTA TECHNOLOGY,INC.
By: __________________ By: s. Jack Marshall
------------------
Robert E. Hult Jack Marshall
7
EXHIBIT A
LICENSE TERMINATION AND INSTALLMENT SALE AGREEMENT
This License Termination and Installment Sale Agreement ("Installment Sale
Agreement") is made and entered into by and between Digital Equipment
Corporation ("Digital"), a Massachusetts corporation, and AltaVista Technology,
Inc. ("ATI"), a California corporation (collectively, the "Parties").
WHEREAS, ATI registered the domain name "altavista.com" with InterNIC on or
about February1,1995; and
WHEREAS, on or about March 19, 1986, the Parties entered into a trademark
license agreement (the "License Agreement") pursuant to which Digital granted to
ATI a nonexclusive license to use the ALTAVISTA mark as part of the corporate
name "AltaVista Technology, Inc." and as part of the Internet domain name
"altavista.com";
WHEREAS, the Parties have agreed to terminate the License Agreement; and
WHEREAS, ATI has agreed to sell, transfer and assign to Digital all of
ATI's rights in and to the ALTAVISTA mark granted to ATI under the License
Agreement, including but not limited to ATI's right to use the ALTAVISTA mark as
part of the corporate name "AltaVista Technology, Inc." and as part of the
Internet domain name "altavista.com";
NOW, THEREFORE, for and in consideration of the mutual promises and
agreements contained herein and in the Agreement of the Parties entered into
contemporaneously with this Installment Sale Agreement, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Termination of License Agreement. Thirty (30) days after the
execution of this Installment Sale Agreement, the License Agreement shall
terminate, and ATI shall have no further rights under the License Agreement,
provided however, that ATI may continue to use the ALTAVISTA mark in the limited
manner set forth in paragraph 6 below.
2. Sale, Transfer and Assignment of Rights. ATI hereby sells,
---------------------------------------------
transfers and assigns to Digital, effective thirty (30) days after the execution
of this Installment Sale Agreement, all of its rights in and to the ALTAVISTA
mark granted to ATI under the License Agreement, including but not limited to
ATI's right to use the ALTAVISTA mark as part of the corporate name "Alta Vista
Technology, Inc."and as part of the Internet domain name "altavista.com" and
ATI's rights to use any other names containing the term "altavista" or a
confusingly similar term. ATI further sells, transfers and assigns to Digital
all rights associated with the domain name "altavista.com" effective thirty (30)
days after the execution of this Installment Sale Agreement. Within thirty (30)
days after the execution of this Installment Sale Agreement, A1 ATI shall
provide Digital with the documentation necessary to transfer the domain name
.1altavista.com" to Digital in accordance with the published procedures for
transfer domain names in effect at that time. Digital shall file such
documentation with InterNIC no earlier than the thirty-first day after execution
of this installment Sale Agreement. ATI agrees to execute and deliver to
Digital such other documents and take such other reasonable actions as are
required to transfer the domain name "altavista.com" to Digital and to confirm,
evidence, or establish Digital's rights to the domain name "altavista.com."
3. No Use of Similar Domain Name, ATI agrees to not use or register any
------------------------------
domain name containing the term "altavista" or any confusingly similar term.
4. No Objection to Registration of Domain Name. ATI agrees to not object
--------------------------------------------
to or otherwise challenge Digital's use and registration worldwide of any domain
name containing the term "altavista" or any confusingly similar term.
5. Representation and Warranties.
--------------------------------
5.1 Seller. ATI represents and warrants to the best of its actual
------
knowledge, as of the date of its execution of this Installment Sale Agreement,
that:
(a) There are no existing or threatened claims or proceedings by
any third party relating to ATI's use, registration, or ownership
of the domain name l,altavista.com";
(b) The domain name "altavista.com" is not subject to any
outstanding order, decree, judgment, stipulation, written
restriction, undertaking, or agreement that would prevent ATI
from complying with any of its obligations under this Installment
Sale Agreement;
(c) The domain name "altavista.com" is not subject to any lien,
security interest, mortgage, or other encumbrance;
(d) ATI has not granted any licenses to or authorized any third
parties to use the domain name "altavista.com" or any confusingly
similar domain name; and
(e) ATI does not own any domain name registrations or
applications containing the term "altavista" or any confusingly
similar term other than the domain name "altavista.com."
A2
6. Transition Period.
-------------------
6.1 Domain Name. After the termination of the License Agreement, ATI
------------
shall not use the domain name altavista.com", provided however, that ATI may
refer to the domain name "altavista.com" in order to inform third parties that
it has changed its Web site address from the domain name "altavista.com" to
another domain name for a period of three (3) months following the transfer of
the domain name "altavista.com."
6.2 E-Mail Routing. Upon transfer to Digital of the domain name
----------------
"altavista.com" and for a period of six (6) months following the transfer,
Digital shall route e-mail directed to "altavista.com" and intended to be
received by ATI to magicbit.com" or to any other Internet address designated by
ATI. ATI shall have the right to change the Internet address to which e-mail is
routed upon five (5) days written notice to Digital. Digital shall be
responsible for maintaining consistent operation of the e-mail routing software
so as to minimize any delay between Digital's receipt of e-mail and the
transmission of e-mail to ATI and so as to ensure the integrity of e-mail
messages and attachments. In no case shall e-mail be routed to the address
designated by ATI later than twelve (12) hours after receipt by Digital. For
the period of six (6) months following the transfer of the domain name
altavista.com", Digital shall not use any of the e-mail addresses currently used
by ATI, as listed in Exhibit I hereto. ATI may refer to the domain name
"altavista.com" during this six (6) month period in order to inform third
parties that it has changed its e-mail addresses.
6.3 Change of Corporate Name. Within ten (1O) business days after
---------------------------
the execution of this Installment Sale Agreement, ATI shall file papers with the
appropriate legal agency to legally change its corporate name. For a period of
thirty (30) days following the execution of this Installment Sale Agreement, ATI
may use the ALTAVISTA mark as part of its corporate name. ATI shall not use the
ALTAVISTA mark as part of its corporate name after the thirty (30) day period
following the execution of this Installment Sale Agreement has expired.
7. Termination of Agreements. Immediately upon the execution of
this Installment Sale Agreement, ATI shall give notice of the termination of all
agreements that could impair its right to sell, transfer and assign to Digital
all of its rights in and to the ALTAVISTA mark granted to ATI under the License
Agreement. Such notice shall be given to all parties to all such agreements.
8. Payment. Immediately upon the execution of this Installment Sale
-------
Agreement, Digital shall deliver or cause to be delivered to ATI the sum of
three hundred and fifty thousand dollars ($350,000.00) and shall execute a seven
percent (7%) promissory note in the principal amount of two million seven
hundred and fifty thousand dollars ($2,750,000.00) in the form of Exhibit 2.
A3
9. Miscellaneous.
--------------
9.1 Amendment and Wavier. This Installment Sale Agreement may be
-----------------------
amended, modified, waived, discharged or terminated only by an instrument in
writing of subsequent or even date signed by both Parties.
9.2 Successors and Assigns. This Installment Sale Agreement will be
-----------------------
binding upon and inure to the benefit of the Parties and their respective
successors and assigns.
9.3 Delay or Omission. No delay or omission by either of the
--------------------
Parties in exercising any right under this Installment Sale Agreement will
operate as a waiver of any right. A waiver of consent given by either of the
Parties on any occasion is effective only in that instance and will not be
construed as a bar to or waiver of any right on any other occasion.
9.4 Severability. In case any provision contained in this
Installment Sale Agreement is determined by a court to be invalid or
unenforceable, the validity and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
9.5 Additional Documents. Each of the Parties shall, upon the
----------------------
request of the other party, provide such other party with such additional
instruments, certificates and documents as the requesting party shall reasonably
require, whether or not such request is made after the date of this Installment
Sale Agreement, in order to provide the requesting party with the rights and
benefits to which such party is entitled under this Installment Sale Agreement.
9.6 Counterparts. This Installment Sale Agreement may be executed
-------------
in any number of counterparts, each of which when executed and delivered shall
be deemed an original; such counterparts shall together constitute but one
agreement.
9.7 Corporations. Each party hereto is a corporation, and each
person executing this Installment Sale Agreement on behalf of a corporation
represents and warrants that: (a) such corporation is duly organized, validly
authorized and in good standing, and possesses full power and authority to enter
into and comply with the terms of this Installment Sale Agreement; (b) the
execution and delivery, and compliance with the terms, of this Installment Sale
Agreement have been duly and validly authorized by all requisite corporate acts
and consents and do not contravene the terms of any other obligation to which
the corporation is subject; (c) this Installment Sale Agreement, when effective,
shall constitute a legal, binding and valid obligation of such entity,
enforceable in accordance with its terms; and (d) each of the Parties hereto
shall furnish to the other party such evidence of such actions and consent, and
such legal opinions with respect thereto, as either of the Parties may
reasonably request.
A4
9.8 Governing Law. This Installment Sale Agreement and the terms,
---------------
covenants and conditions hereof shall be construed in accordance with, and
governed by, the laws of the Commonwealth of Massachusetts (without giving
effect to any conflicts of law provisions contained therein).
IN WITNESS HEREOF, the Parties hereto have duly executed this Installment
Sale Agreement on this 31st day of July, 1998.
DIGITAL EQUIPMENT CORPORATION ALTAVISTA TECHNOLOGY, INC.
By: _________ By: s.Jack Marshall
----------------
Robert E. Hutt
A5
EXHIBIT 2 (INSTALLMENT SALE AGREEMENT)
PROMISSORY NOTE
DIGITAL EQUIPMENT CORPORATION
REDACTED BOSTON, MA
DATE: JULY 31,1998
FOR VALUE RECEIVED, Digital Equipment Corporation, a Massachusetts
corporation (the "Company"), hereby promises to pay to the order of AltaVista
Technology, Inc., a California corporation (the "Seller"), and its successors
and assigns, the principal amount of REDACTED ), with interest on the principal
amount outstanding hereunder from time to time from the date hereof through and
including the date on which such principal amounts are paid, at the rate of
REDACTED annually. Interest shall be computed on the basis of the actual number
of days elapsed and a year of 360 days.
Ibis Note, together with all accrued and unpaid interest, shall be payable
REDACTED All payments shall be in lawful money of the United States of America.
Neither principal of nor interest on this Note may be prepaid by the Company
without the prior consent of the Seller, which consent the Seller may withhold
in its sole discretion.
ARTICLE I
EVENTS OF DEFAULT
At the option of the holder of this Note and without prejudice to any other
rights the holder hereof may have at law or in equity, all sums of principal and
interest then remaining unpaid hereunder shall immediately become due and
payable, without demand, presentment or notice, all of which are hereby
expressly waived, if any of the following occur ("Events of Default"):
1.1. The Company breaches any covenant or other term or provision of
this Note and such breach continues for five days after written notice thereof
to Company from the holder hereof.
1.2. The Company becomes insolvent or admits in writing its inability
to pay its debts as they mature; makes an assignment for the benefit of
creditors; applies for or consents to the appointment of a receiver or trustee
for it or for a substantial part of its property or business; or such
a receiver or trustee otherwise is appointed.
A7
1.3. Bankruptcy, insolvency, dissolution, winding up, reorganization or
liquidation proceedings or relief under any bankruptcy law or any law for the
relief of debtors is instituted by or against the Company and is not dismissed
within thirty days.
1.4. The Company fails to pay this Note when due in accordance with its
terms.
ARTICLE 11
MISCELLANEOUS
2.1. No amendment, modification or waiver of any provision of this Note
nor consent TO any departure by the Company therefrom shall be effective unless
the same shall be in writing and signed by the holder hereof and such waiver or
consent shall be effective only in the SPECIFIC instance and for the specific
Purpose for which given.
2.2. The Company hereby waives any requirements of notice of dishonor,
notice of protest and protest.
2.3. This Note shall be governed in all respects by the laws of the
Commonwealth of Massachusetts without giving effect to the conflict of
law provisions thereof.
2.4. This Note shall be binding upon the Company and its successors and
assigns and the terms hereof shall inure to the benefit of the Seller
and its successors and assigns, including
subsequent holders hereof.
2.5. The holding of any provision of this Note to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provisions, and the other provisions of this Note shall remain in full force and
effect.
2.6. If this Note becomes worn, defaced, or mutilated but is still
substantially intact and recognizable, the Company or its agent may issue a new
Note in lieu hereof upon the surrender of such worn, defaced, or mutilated Note.
If the holder of this Note claims that it has been lost, destroyed, or
wrongfully taken, the Company will issue a new Note in place of the original
Note if the holder so requests by written notice to the Company actually
received by the Company before it is notified that the Note has been acquired by
a bona fide purchaser.
2.7. If the holder or payee of this note changes its name or mergers
with or into another corporation or other entity, the Company shall upon request
issue a new Note of like tenor payable to the payee under its new corporate
name, or to the successor entity, in lieu hereof upon the surrender of this
Note.
A8
2.8. Unless otherwise specified by the holder hereof on the date when
payment is due, payment under this Note shall be made at and all notices to
holders shall be delivered to, the following address:
AltaVista Technology, Inc.
1671 Dell Ave. Suite 209
Campbell, CA 95009
Attention: Jack Marshall
DIGITAL EQUIPMENT CORPORATION
By: ____________________
Its:
By: ___________________
Its:
A9
EXHIBIT B
LINKING AND CONTENT AGREEMENT
REDACTED
EXHIBIT C
PRESS RELEASE
COMPAQ ACQUIRES RIGHTS TO ALTAVISTA DOMAIN
HOUSTON, July 31, 1998 -- Compaq Computer Corporation (NYSE: CPQ) announced
today an agreement with AltaVista Technology, Inc. (AVT) of Campbell, California
to transfer to Compaq full rights to the AltaVista trademark and domain name,
www.altavista.com. The financial terms were not disclosed.
-----------------
Under the deal, AVT sells, transfers and assigns all of its rights to the
trademark and domain name to Compaq. AVT will transfer to Compaq the
www.altavista.com URL within 30 days and notify all third parties of the change
to its Internet address. AVT's new Internet address will be www.PhotoLoft.com.
-----------------
This agreement supersedes all previous agreements between ATI and Digital
Equipment Corporation, which was purchased by Compaq in June.
ABOUT ALTAVISTA
Compaq's fast and powerful AltaVista Search Service is the premier resource
for locating information on the Internet. A forerunner in Web search
technology, AltaVista has set new standards, from indexing the entire Internet
to providing the Web's first instant language translation capabilities. With an
extensive line-up of innovative content and services, AltaVista is now regarded
as one of the top destination sites on the Web. For more information, visit
AltaVista's flagship site located at www.altavista.digital.com.
--------------------------
COMPANY BACKGROUND
Compaq Computer Corporation, the world's largest computer manufacturer, is
a Fortune Global 200 company and the largest global supplier of personal
computers. Founded in 1982, Compaq develops and markets hardware, software,
solutions and services, including industry-leading enterprise computing
solutions, fault-tolerant business-critical solutions, networking and
communications products, commercial desktop and portable products and consumer
PCS. The company is a leader in environmentally friendly programs and business
practices.
Compaq products are sold and supported in more than 100 countries through a
network of authorized Compaq marketing partners. Customer support and
information about Compaq and its products are available at http://www.compaq.com
---------------------
or by calling 1-800-OK-COMPAQ.
Product information and reseller locations are available by calling
1-800-345-1518.
2
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 7/13/99 | | | | | | | None on these Dates |
| | 7/31/98 | | 18 |
| | 3/19/96 | | 1 |
| | 3/14/96 | | 1 |
| | 2/1/95 | | 1 |
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