How You Can Attend Bowne Virtual Data Room With Minimal Budget ~ my info Lawyers

By Mike MillsSpecial to The Washington PostSunday, November 28, 1999; Page H01 Editor's note: "Going public"--that is, affairs a company's shares to accessible investors for the aboriginal time--is the dream of abounding an administrator and of the bodies who go to assignment for abounding of today's start-up companies. Mike Mills larboard his advertisement job at The Washington Post in April to accompany one such abutting as the company's carnality admiral of business development. This is his adventure of accommodating in the company's adventure into the accessible banal market.

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To: Diary

Date: Wednesday, Oct. 6, 1999

Location: New York City

Our company's arch controlling is about to breach one of the basal rules of an IPO roadshow: Never attack a alive affirmation of your product.

We've implored him not to do this. Should the product, for some reason, abort to perform, the presentation is finished. To drive that point home, our arch banking administrator nervously recounts a allegorical chestnut from his aloft employer: "The guy says, 'See our new Styrofoam cup? It's lighter but stronger! Let's cascade baptize into it.' Then, whoosh! The basal of the cup mysteriously gives out. Appearance over."

But the cautionary account doesn't amplitude David Oros, admiral and arch controlling of Aether Systems Inc. Rather, it abandoned strengthens his resolve. So there I stand, forth the coffer in an amphitheater at Merrill Lynch & Co.'s Coffer Street headquarters, apprehensive whether my boss's assurance will pay off or do us in.

Admitting our absolute roadshow won't activate until tomorrow, we were reminded advanced that this meeting--to the absolute disinterestedness sales agents at Merrill Lynch, our beforehand advance bank--is every bit as important as our absolute angle to investors. If the admirers crashes, these sales agents will hardly be enthused to get on the buzz and beforehand Aether's aboriginal about traded shares out the door.

There assume to be a actor antecedent accessible offerings in this new economy. This is the one I--a amateur business controlling who, until I larboard in April, was a anchorman for The Washington Post--got to see up close. This account chronicles the IPO adventure of Aether Systems, of Owings Mills, Md.

Not continued ago, best bodies didn't apperceive what an IPO was. Today it has become one of the fabulous rituals of the Digital Gold Rush. Aboriginal we will abide two months of often-excruciating drafting sessions to hone our bulletin bottomward to an calmly comestible anatomy for investors and regulators. Afresh we'll booty our act on the road, zipping beyond the country in a alive jet, bankers in tow, arena 62 shows in boardrooms with the finest angle of 19 U.S. cities.

As it happens, ours will be the busiest aeon of the year for public-offering tours. Forth the way, we'll frequently bang into two higher-profile IPO pageants, Martha Stewart Living Omnimedia Inc. and the Apple Wrestling Federation--each of us traveling the aforementioned route, blockage at the aforementioned hotels and casting to the aforementioned wire-rimmed, fresh-faced beforehand managers.

The assignment at duke today is to advertise Aether to the Merrill salespeople. Oros, a driven, curly-haired algebraic adept whose aggregation filed with regulators to go accessible the day afore his 40th birthday, is captivation a Palm wireless accretion accessory beneath the lens of a bump camera, which beams an angel of the Palm to several TV monitors about the theater. The artefact Oros is so acquisitive to authenticate is a software appliance and account Aether congenital that allows barter to barter stocks and get real-time bazaar abstracts appliance the Palm and added wireless hand-held gizmos.

Admitting we're assured our technology works, we additionally apperceive that annihilation could go amiss with the wireless networks our being runs on. The bigger abhorrence is that the cellular arresting won't be able enough. The accessory registers abandoned a aside signal. Aback Oros queries it for a real-time banal quote, there is a fair adventitious that the airy abstracts packets artlessly won't accretion their way through the accurate of the Apple Banking Centermost and into the auditorium. As if to up the ante, a alive Merrill Lynch audio-video guy informs us that they're videotaping the admirers to put on the Internet as allotment of our "virtual roadshow."

As salespeople accomplish into the baby auditorium, Oros begins borer at the awning of the Palm and anecdotic the abounding appearance of his product. So far, so good. The accessory agilely obeys his commands, apprenticed advertisement the abstracts he requests: the latest amend of his banal portfolio, a 20-day bulk graph, account belief on specific stocks. Active nod in approval--this is, afterwards all, an ideal admirers for such a stock-trading product.

Emboldened by his wireless high-wire act--he alike programs the accessory to alive him aback shares of Cisco Systems barter aloft a assertive price. The three abnormal it takes for the alive to activate beat by slowly, but aback the accessory begins chirping with the alert, we apperceive that Dave Oros, Thrill Seeker, has skirted disaster. We additionally apperceive he will aggravate us atrociously for our abridgement of faith.

Abandoned 62 presentations to go.

But I'm accepting advanced of myself. Let me alpha earlier, at the Bowne press aggregation at 13th and H streets NW in Washington, breadth our prospectus--the official share-offering document--came together.

Sleepless Over the 'S-1'

To: Diary

Date: Friday, Aug. 20, 1999

Location: Washington

It's 6:30 a.m. and I'm calling my wife to acquaint her I'm on the way home.

We've been alive through the night putting the final touches on the Aether S-1 prospectus, our IPO Magna Carta to the Securities and Exchange Commission. I won't be action home to sleep, though. Afterwards I aces up milk on the way, augment my two kids breakfast, and shuttle them to academy and day care, I'll booty a quick battery and get aback to the printer by 10 a.m. for a final day-long alteration affair with our attorneys and bankers.

We bulk we charge hit the "send" key that electronically ships our S-1 filing to the SEC by no afterwards than 5 p.m. to accommodated our ambition to go accessible by the third anniversary of October.

About 4 a.m., little abrupt accoutrements mysteriously appeared on a table abreast our arrangement room, anniversary absolute a toothbrush, toothpaste, mouthwash and a comb. They're alleviative us able-bodied actuality at Bowne, one of a scattering of ample banking press shops that attempt agilely for the job of administration all press and administration of abstracts for companies. Anniversary tries to beat the added in accouterment best levels of abundance to the admirers that acquire them. The accepted breadth alfresco our allowance looks like a millionaire's available pad: A granite wet bar is abounding with bendable drinks and beer, abutting to a living-room breadth with accessory TV, a basin table, a apprenticed board, and tables advertisement an amaranthine array of gourmet cuisine and desserts. We acquire no time for billiards or darts, but the aliment is good.

Here's the basis of the book we're autograph at Bowne: We're affairs 6 actor shares of Aether accepted stock, at an estimated ambit of $13 to $15 per share, to accession up to $90 million. That represents about 20 percent of our company's absolute stock--the blow is captivated by Oros, 3Com Corp., Telcom Ventures Inc., Reuters America and added investors. The final allotment bulk will be adjourned amid our beforehand underwriter, Merrill Lynch, and us, but not until the SEC gives us final approval on our IPO filing. That, we hope, will appear by the time we accord our aftermost roadshow presentation.

I abutting Aether in backward April afterwards a 16-year career as a journalist, the aftermost decade of which I had spent autograph about the telecommunications industry. It was the best difficult best I had anytime faced, but ultimately I was fatigued to the action of abutting a baby start-up aggregation in a beforehand breadth of the industry. Yes, the anticipation of hitting it big and accepting miserably affluent entered my mind. But mostly I capital to get in aboriginal on the abutting date of the advice revolution.

The companies aggravating to address abstracts wirelessly reminded me of breadth the alive telecom apple was a decade ago: Abstracts speeds were agonizingly apathetic but accepting better; computer processing speeds and anamnesis were apprenticed but improving. Aether, to me, was an accessible target: I had met Oros a brace of times over the years and had continued admired his eyes of demography an aboriginal beforehand in creating convenient wireless abstracts casework for businesses.

Oros, a built-in of Catonsville, Md., larboard his job as admiral of Westinghouse's wireless abstracts analysis in 1995 afterwards his administration absitively not to accompany his affairs to beforehand into bartering wireless abstracts services. With a $5,000 accommodation from a friend, he started Aether as a consulting and wireless systems-integration shop. By 1997 Oros and his engineers had accounting an appliance that transmitted real-time banal bazaar abstracts to one of the aboriginal data-capable "smart phones." Later, a agnate appliance for the Palm belvedere bent the absorption of Reuters America, which launched it as a artefact alleged MarketClip and invested $5 actor in Aether. That drew the absorption of 3Com, which invested $6 actor a year ago and helped set the aggregation on its accepted beforehand path.

Since then, Aether has developed into a full-service provider of wireless abstracts systems and casework for businesses and agreeable providers. Today we're developing wireless banal trading and banking advice casework for some of the bigger names in banking services, including Charles Schwab & Co., Morgan Stanley Dean Witter Online, National Discount Brokers and Bear Stearns & Co. Anon afterwards I arrived, Oros and some key Palm admiral additionally formed a new aggregation alleged OmniSky (jointly endemic by Aether and 3Com), which two weeks ago appear a new Web and e-mail account over wireless devices.

In August, Oros and Aether's lath of directors, with fingers to the apprehension of the market, assured the time was appropriate to advertise shares to the public. Afterwards Oros chose our aggregation of underwriters--Merrill Lynch, BancBoston Robertson Stephens, Donaldson, Lufkin & Jenrette and U.S. Bancorp Piper Jaffray--I was recruited to accompany our arch banking officer, Dave Reymann, in allowance the bankers and attorneys address our prospectus. I'm Aether's carnality admiral of business development, but those 16 years in journalism are advancing in accessible now.

Advertisement autograph is an intense, collaborative action that requires a bulk of patience, teamwork and adherence to detail adopted to best circadian journalists. New "plain English" rules from the SEC drive the process. Every chat is scrutinized, tweaked, poked and prodded by the dozen or so bankers and attorneys about the table. Consistency is everything. "On Page 9 we say arrangement operations centermost and chump abutment center," says one advocate anon afterwards 3 a.m. one night. "But on Page 38 we say arrangement operations and chump abutment center. Which should it be?" Debate ensues.

The basal ambition is to abstain what's alleged "drawing a comment" from the SEC. We wanted, for example, to say we are "the arch provider of wireless abstracts casework and systems" for business customers. Our attorneys acquaint us the SEC is arise bottomward on use of "leading provider" and will acceptable crave us to actualize that claim, which we feel we can do. It stays in--for now.

At 5 p.m., the Bowne bodies accompany out albino as we hit the button to accelerate our filing to the SEC.

Answering the SEC

To: Diary

Date: Saturday, Sept. 17, 1999

Location: Somewhere in Pennsylvania

Aftermost night the SEC agents reviewing our S-1 filing faxed us their comments. Now it's time to admeasure up the duties and actuate how to acknowledgment anniversary of the agency's questions. On the alley up to Rochester, N.Y., for a three-day weekend arrangement with relatives, I cull into the parking lot of a baby advanced arts academy so my ancestors can airing about while I accompany a arrangement alarm with CFO Reymann; our chief carnality admiral for basal development, Brian Keane; and our bankers, attorneys and accountants. There are 82 comments in all--not an almighty ample amount, we're adequate to apprehend from our lawyers. Admitting our pains to address clearly, some comments hit abutting to home, such as "You use industry abracadabra that is not readily understood."

Roger Patterson, our beforehand advocate at Wilmer, Cutler & Pickering, chides me with an I-told-you-so aback we apprehend addition comment: "You accompaniment that you are a arch provider of wireless abstracts casework and systems--Please abide added qualitative or quantitative affidavit to abutment your claim. It charge be bright aloft what accepted or admeasurement you acquire that you are a leader."

The action of answering the comments begins. So does the action of baking bottomward our advertisement into a beheld presentation for our roadshow.

Critical Bankers

To: Diary

Date: Wednesday, Oct. 6, 1999

Location: New York City

Adequate that Oros's admirers has succeeded in advanced of the Merrill sales force, we retreat into a arrangement allowance on addition attic of the Apple Banking Centermost for a appraisal by Merrill's bankers.

We had formed on the 25-slide, 30-minute roadshow presentation for added than two weeks, hashing it out with the bankers, the attorneys and our advertisement agency, Gilden Advertisement in Baltimore. For every bristles bodies complex there were 10 opinions on which slides to add, which to drop, what to say and how to accomplish it move faster.

The aftereffect is a lean, anxiously scripted achievement that we will echo bristles times a day for the abutting two weeks: Carl Gardiner, our beforehand broker from Merrill Lynch, will acquaint us and alarm some of the banking particulars. Afterwards Oros shows his demo, he, Arch Operating Administrator George Davis and Reymann will run through the slides answer our company's business plan, bazaar position and financials. I am encouraged to bell in occasionally during Q&A, but my capital job is to advice administer things amid appointments, as presentation editor, analyzer and beforehand guy.

We anticipation today's presentation went well, but the bankers activate lots to criticize. Sensing our disappointment as we move to leave, one equities sales administrator tries to put a added absolute circuit on it. "I'm not adage it isn't pretty. It's aloof not absolute yet," he tells us. "I'm the affectionate of guy who looks at Cindy Crawford and sees a mole."

A Fight Over Fees

To: Diary

Date: Thursday, Oct. 7, 1999

Location: Minneapolis

During our aboriginal presentation to an absolute institutional investor, IDS, an adjunct of American Express, our guys are befitting things simple.

Tensions amid the Merrill association and the added bankers are alive high. Yesterday, one of the accessory banks had aback accepted a college allotment of the fee Aether would pay to the four underwriters. Merrill wasn't about to accord up a cent of its take, so our CFO had to absorb abundant of the day renegotiating "the economics" to try to accommodated all the demands. In the end, he activate a band-aid that kept anybody added or beneath happy. At 6 p.m. we leave Minneapolis in a auto and drive to our alive Gulfstream 3 (Aether and Merrill breach the tab on travel). Strapped into covering accessible chairs, we arise aloft the abatement colors of the Midwest. With our flight attendant, Audrey, bartering drinks and access choices of filet mignon or sea bass, we're off to San Antonio.

Acceptable Days . . .

To: Diary

Date: Thursday, Oct. 7, 1999

Location: San Antonio, Houston, Kansas City

We acquire bristles presentations today in three cities. Best of our pitches during the roadshow will be to groups of one to bristles bodies about a table, with a few luncheons tossed in for dozens of investors at once. All go actual well, decidedly in Kansas City, breadth the armamentarium managers assume to apperceive a lot about wireless data.

I frequently admonish myself that these are the bodies who ascendancy our 401(k) retirement plans, the faces abaft the names in those arid prospectuses that everybody is declared to apprehend afore they aces a alternate fund. Landing at Baltimore-Washington International Airport that night we were greeted on the alley by four chauffeurs, with four limousines dabbling in a row--one anniversary for Oros, Davis, Reymann and me. Nice touch--except that we anniversary had our own cars anchored at the BWI parking lots. So we all got into abstracted limos and asked the drivers to booty us bottomward the alley to our cars. I afresh got in my Camry and collection home, to absorb a abrupt weekend with my ancestors afore abrogation afresh Sunday atramentous on a alternation to New York.

. . . and Bad

To: Diary

Date: Monday, Oct. 10, 1999

Location: New York, Newark

It's backward in the afternoon, and the October sun is assault bottomward on Manhattan into the arrangement room. All the Diet Cokes in the apple aren't action to save us now. This is our fifth affair of the day, and the alliteration is alpha to abrasion on us, decidedly on Oros, who has been aggressive a assiduous chest cold. As Oros delivers his pitch, it's bright that he has no audience. The three bankers beyond the table, who ascendancy billions of dollars of assets for a accumulation of funds everybody has heard of, aren't alike accidentally listening. They're accidentally flipping through the prospectus, affective way advanced through the blueprint books or contrarily angry the appetite to doze. The drive begins to falter. Oros's voice, already burdened by a abiding virus, drops to a abreast whisper.

Assuredly he is accomplished and George begins his allotment of the presentation. Aback he is disconnected by an beforehand guy beyond the table: "Isn't this aloof two-way paging?" he says. It's accessible he hadn't been alert to a chat Oros said. George explains our business again. I activate to anticipate they assuredly ability be accepting it. Afresh the guy to the appropriate asks: "So, this wireless abstracts thing. Is it for real?" I actively anticipation George would appear jumping over the table.

A Way With Words

To: Diary

Date: Tuesday, Oct. 11, 1999

Location: Chicago, Milwaukee, Minneapolis

Add this to the basal rules of an IPO roadshow presentation: Don't balloon to accompany the pitch. The atramentous vinyl portfolio that contains our presentation and folds into a baby lath absolutely resembled the room-service menu, so I larboard it on the lath in the room. Had to limo aback to the Ritz while the blow of the aggregation went in to our appointment. Thankfully, they at atomic had cardboard handouts with them.

Our boys acquire hit a new low with their use of acronyms that their admirers does not understand. During one presentation we beguiled armamentarium managers with references to PIMs, SDKs, PQAs, O8iLite, APIs and WML. Understanding the apprenticed backbone Oros and George acquire for coaching, I try to absolute my critiques. But Gardiner and his associate, Michael Gordon, don't alternate to point out the flaws in anniversary presentation aback they get aback into the limo.

"Avoid adage you acquire a 'very able board,' " Gordon tells them. "Don't say APIs. Nobody knows what they are," says Gardiner. This emboldens me to bell in: "And don't say T-1," I acquaint George. "Say accelerated links. And replicatable is not a word. It's replicable."

Oros and George appetite to choke our necks, of course. To the bankers, the affliction aberration would be if we said being during presentations that isn't in the prospectus. Things like who we're talking with or what we're planning to do. The SEC frowns aloft that, and this anniversary it delayed the IPO of WebVan Accumulation Inc. afterwards acquirements it had appear approaching acquirement projections during its roadshow.

Today we did seven presentations in three midwestern cities. Additionally today, the Dow abandoned 231 points, to 10,417, wiping $190 billion from the market. We accumulate a alert eye on the market, abnormally branch into abutting week. We're acquainted that IPOs are about delayed if the bazaar appears too adverse to new offerings.

Misspeaking and Martha

To: Diary

Date: Wednesday, Oct. 13, 1999

Location: Denver, Portland

We've now accustomed our roadshow presentation added than 25 times. The angle has captivated up appreciably well, but against the afternoon sessions the guys sometimes blooper into nonsense. George batten of a diaphoresis of casework aback he meant to say suite. Reymann talked about the describer chump aback he meant to say Discover (Brokerage) subscriber. In Denver we're hot on the aisle of Martha Stewart and the WWF, who were visiting the aforementioned armamentarium managers on our schedule. At one point, our guys afield boarded Martha's jet, which was alive from the aforementioned aggregation as ours and had a agnate appendage number. Our flight attendant, afterwards chatting up the added plane's attendant, abstruse abandoned that Martha was bistro hors d'oeuvres from the aforementioned caterer we were using.

At 12:20 p.m. we acquire a arrangement alarm in Denver with Merrill's sales force and roadshow coordindator, Mary Ann Deignan, aback in New York. "It's actual acceptable news," she says. "We do acquire a quick read, and it's actual positive." She rattles off several of the places we've visited already and says anniversary of the armamentarium managers has asked for 10 percent of the 6 actor shares. "We're accepting actual absolute signals from others," she says. The New York aggregation additionally is watching the Dow carefully and is added afraid about what the bazaar ability do. "We're array of pond upstream here," she says. "But drive is building."

I apprehend that this is capitalism's adaptation of a presidential campaign. You book the affidavit and try not to run afield of regulators, afresh you baggage beyond the country, pumping easily and authoritative the aforementioned butt speeches in burghal afterwards city. Assuredly comes Election Day--the moment aback your company's ticker appears on the Nasdaq board. The above difference, of course, is that investors absolutely do vote their pocketbooks. The message, then, from our pollsters in the East: The aboriginal precincts in the Midwest and Southeast are advertisement abundant assembly in our favor. Now we charge booty California.

We fly from Denver to Portland.

On the plane, we get chat that those absent portfolio managers from aback in New York are assuredly biting: They've asked for 10 percent of our shares.

From Nice to Nerdy

To: Diary

Date: Thursday, Oct. 14, 1999

Location: San Francisco

Not surprisingly, we accretion the armamentarium managers in Silicon Valley to be about added focused on our technology and business than in the East and Midwest, breadth the questions are abundant added targeted against the fundamentals.

At our aboriginal meeting, the portfolio managers apperceive wireless and bolt on to our adventure quickly. They ask acceptable questions, like "Where do you get the aplomb that you're action to accomplish your numbers every quarter?" To which Oros replies: "We're assured because of the assortment of our chump base" and explains about our action of accessible business. We leave, action optimistic that we anesthetized the audition.

The abutting affair is abundant added of a challenge. A banal kid with wire-rimmed glasses pokes abroad at his laptop as he drills the aggregation with questions pulled appropriate from the "Risk Factors" area of our prospectus. "Why did you buy Mobeo [a wireless banking casework provider]? Were you aloof affairs acquirement for your roadshow?" "Mr. Oros, you acquire a lot of banal warrants and options. What's up with that?" Afresh he looks up, smiles and says, "Okay, let's do it." Afresh the presentation begins.

Looking at him, I think: This adolescent snot is one of the warriors of the Internet age, one of the gatekeepers who adjudge which companies get to comedy in the big arch and which don't. By the end of the presentation, the guy has done a complete turnaround. He's physically jumping up and bottomward in his seat, accounting into his laptop all the while, and adage things like "Cool. I get it. Great."

Coffer Street Worries

To: Diary

Date: Friday, Oct. 15, 1999

Location: La Jolla, San Diego, Pasadena

Woke up in La Jolla, acreage of the wealthy, conservative, surgically added admirable people.

The Dow is accepting clobbered again; it's already bottomward 200 believability today.

At one meeting, we atom Vince McMahon, pro wrestler and architect of the WWF, abreast the elevators. Carl strides over and gets him to assurance a advertisement for Dave Oros's 9-year-old son, Erik. This makes Dave's day.

Aloof afore we get on the alike to go home for the weekend, we acquire addition arrangement alarm with New York from central the limo on apostle buzz (who knew limos had apostle phones?).

"We had a abject day" on Coffer Street, Mary Ann Deignan says. "It's absolutely not the accomplishments I'd hoped we'd acquire for abutting week. But the acceptable account is you're still hitting pay clay breadth it matters. The chain of calls is continued and growing. We should be on clue for Wednesday-night pricing."

We fly aback to Baltimore for the weekend.

East Coast Challenges

To: Diary

Date: Monday, Oct. 18, 1999

Location: Boston

Today it's aqueous in Boston. We're afraid about the Dow. Boston is a actual important burghal for us--it's breadth the top alternate funds, including Fidelity, Putnam and Neuberger Berman, are located.

Affair cardinal two starts off rocky: "What has Aether done besides the Mobeo accretion and basic OpenSky? What are you guys, bankers?"

Again, I'm afflicted with how George and Oros handle these kinds of guys. They about adore the claiming of axis them around.

The questions are, by and large, insightful. Actuality on the East Coast, it's aback to fundamentals. "What's your acquirement archetypal for the sales-force automation market?" one guy asks.

One of the afternoon affairs does not go well. It's with three adolescent guys who are adequately new to wireless data. They've absitively they appetite to assignment bottomward on the catechism of who, in this apple of chargeless Internet content, would appetite to pay every ages for a wireless stock-trading device. They don't acquire our business model, nor do they try to.

A Roadshow Snag

To: Diary

Date: Tuesday, Oct. 19, 1999

Location: New York, Princeton

Today is the aftermost big day of the roadshow. We'll be visiting the managers of New York's bigger funds, capped off by a cafeteria for 200 at the St. Regis Hotel. It's a sunny, air-conditioned day. Oros looks wan amid presentations, but during anniversary appearance he's on his bold and actual effective. I go on advanced afterwards the aboriginal affair to accomplish abiding things are in adjustment at the auberge for the luncheon.

As I arrive, I accretion I acquire two hours afore they'll acquiesce us to set up in the ballroom.

So I'm abandoned in Manhattan with my own limo and disciplinarian and some time to kill. I'm tempted to alarm anybody I apperceive as I adjustment my disciplinarian about Midtown. But somehow I can't. Instead I acquaint the disciplinarian to sit apprenticed for a bisected hour and I go analysis out a adjacent music store. Afresh the disciplinarian takes me to accommodated the aggregation at the abutting appointment. I absorb the additional hour sitting in on addition roadshow pitch.

The cafeteria goes well, admitting some afraid moments with the St. Regis's projector. We accord two added presentations in the afternoon and afresh accumulation into the limo and drive to Princeton, N.J., for a dinner-time presentation to Merrill Lynch's asset-management division.

Afterwards Princeton, I limo bottomward to Baltimore with the Merrill team. Sensing the end of the roadshow is near, we acquire a acceptable time alive down, endlessly for carryout burgers, all-overs and fries, and watching on the limo's TV as the Yankees accomplish their way to addition Apple Series. Baltimore, at about 11 p.m., I get a alarm from Reymann. A new snag has emerged, involving the SEC acute some last-minute changes to the final prospectus. As he fills me in, all the Merrill association are additionally on their corpuscle phones accepting abreast about the problem. Aback we all adhere up, we are abreast our hotel. So abundant for the affair atmosphere.

Cast or Hold?

To: Diary

Date: Wednesday, Oct. 20, 1999

Location: Baltimore, Philadelphia

It's one day afore the IPO. Tonight we "price" at about 5 p.m., in a arrangement alarm from Philadelphia. That agency we accomplish with Merrill on what final per-share bulk they will pay for all 6 actor shares of our stock, afore putting it out assimilate the bazaar for others to buy from them.

The Dow came aback somewhat yesterday. Martha Stewart and WWF went out in a big way, anniversary with above increases in allotment price. We're actual encouraged. At 10 a.m. we're told we're about 12 times oversubscribed. That agency there is abundant appeal for 72 actor shares, admitting we're abandoned affairs 6 million. This is incredible. Clearly, today it will be difficult to accumulate from accident our absorption during the presentations. We're accepting asinine during some of them, admitting the asset managers assume to acquire that we're apprenticed to get a little bemused in the home stretch.

The T. Rowe Bulk affair in Baltimore is helped abundantly by the actuality that the armamentarium manager's brother turns out to be Oros's next-door neighbor.

On to Philadelphia for the final three presentations. On the way up, the Merrill bounded sales guy tells me a little added about the aerial act of acclimation "the book" with the appropriate kinds of institutional investors. The acumen we've crisscrossed the country and are aggravating to arrangement as abounding institutional investors as accessible is bright to me: We appetite to advance out the shares as broadly as accessible so that too abounding shares don't get concentrated in the easily of too few institutions. Thinly traded stocks acquire abundant volatility. But it's additionally accurate that you appetite some flippers--investors who apprenticed advertise their shares--otherwise, on the aboriginal day of trading annihilation would happen. So the Merrill lath tries to actualize a syndicate of investors that includes a few who will anon advertise while additionally benign those institutions that plan to accumulate the shares for the best run.

I was afraid to apprentice that the institutions appear appropriate out and acquaint Merrill whether they're planning to cast or hold. Flippers who say they're flippers are accustomed shares as a affectionate of favor, to get them to abide accomplishing added abiding business with Merrill. Conversely, for any aggregation to cast afterwards cogent Merrill it's in for the continued appellation would abort its believability with an important beforehand bank.

The SEC isn't absolution go. At 3 p.m. they've fabricated addition demand, involving a advertisement they appetite beatific to all pre-IPO investors, which requires addition annular of negotiations amid Reymann and the Merrill folks.

5:20 p.m.: The armamentarium administrator at our aftermost roadshow stop has abundantly let us use his arrangement allowance as we move to final pricing. But we can't bulk the shares until we've accustomed final chat from the SEC that our filing has been approved, or declared "effective." Our attorneys at Wilmer in Washington buzz to acquaint us they accustomed chat that we'll be accounted able at 5:30 p.m. Now that it's ambagious down, it occurs to us that we've been too alive to anticipate about celebrating. So Merrill's Michael Gordon makes do, rounding up some Diet Cokes and bottled baptize from the receptionist.

5:30 p.m.: We get the alarm from our advocate Roger Patterson. The SEC has declared us "effective." Then, from New York, Mary Ann Deignan delivers the final verdict: There is appeal for 78 actor shares, authoritative our book 13 times oversubscribed. The accomplished New York agents at Merrill gets on the band to congratulate us. We alternate the kudos. Talk afresh moves to pricing. Typically this is a final moment of haggling amid broker and client--buyer and seller--with admirers about blame a college per-share bulk action out and the advocate blame for a lower price, evidently to activation added alive trading and possibly beforehand shares higher. But this time there is no haggling: Merrill recommends $16 a share, and we're blessed with it. It's a blade college than the $13-to-$15 ambit we started with and will accompany us a paycheck of $96 million, afore fees and not including added shares Merrill has the appropriate to purchase.

Oros now charge advertise the $16 bulk to the board. But the arrangement alarm is quick and uneventful--the lath anon embraces the appraisement decision.

The roadshow is over. Oros active aback to Baltimore in a limo to recuperate. The blow of us get on the Amtrak in Philadelphia and arch to New York. Tomorrow, we will arrangement the Nasdaq trading attic at Merrill Lynch and watch as the world's bigger beforehand coffer turns Aether Systems Inc. into a about traded company.

Dow? What Dow?

To: Diary

Date: Thursday, Oct. 21, 1999

Location: New York

I deathwatch up at 8 a.m. in my allowance at the Palace Hotel, hardly blown from several alien and not-so-exotic drinks the night before. Anon I grab for the alien and tune in to CNBC. IBM is advertisement black earnings, which it blames on slower spending by accumulated abstracts arrangement managers because of Y2K fears. The talking active are admonishing that the advertisement will annoyance bottomward the Dow in a big way today. Indeed, by the time our car alcove Merrill Lynch offices abreast Coffer Street the bazaar has absent 187 points, with Nasdaq accepting clobbered as well.

My affair about the bazaar evaporates, however, as anon as we airing into the arrangement allowance breadth it all began two weeks earlier. The Merrill bodies are animated uncontrollably. The bulk has already gone from $16 to the $20-to-$25 ambit in aboriginal pre-IPO trading amid the "syndicate" of institutional investors. By the time we are escorted bottomward to the trading floor, the bulk has accomplished $25 to $30. I attending up and see the brand "AETH" on the centralized trading board, with the latest pre-IPO bulk range.

We're alien to the guy who runs the Nasdaq pit and will be abnormally amenable for sending Aether public. I ask him whether the day's bazaar action will affect our IPO. "Not in the least," he says. "In some means it will help. If today was a absolute hot day on the market, investors ability anticipate Aether's acceleration was due to the market, rather than your absolute bazaar value." I'm action abundant better.

We bulb ourselves forth a aerial aback wall, adverse three bottomward rows of bodies in advanced of ablaze blush computer screens.

Occasionally our hosts, or the attic traders, would bark out buy and advertise orders for Aether. Merrill is aggravating to ability some array of appraisement calm with the institutional allotment owners afore arising the banal assimilate the retail market, but Aether keeps rising. The 11 a.m. barrage time is pushed aback by 15 minutes. Noise on the attic rises as Aether climbs to $40. Afresh $45. Afresh $50.

We are in disbelief. The Merrill bodies attending aback proudly, but additionally with some concern: Merrill, whose job it is to "make the market" for Aether shares, has run out of shares to advertise and charge absolutely buy aback bags of shares at the college bulk in adjustment to advertise them afresh to acquisitive buyers. This is acceptable for us, beneath acceptable for Merrill, which, admitting the millions it will accomplish off this deal, has additionally aloof larboard millions added on the table by appraisement it far beneath the credible bazaar demand.

Afterwards a while I've absent clue of time and I'm not abiding whether Aether has absolutely hit the retail market. But afresh I attending up at the TV monitor: There is Aether's logo abaft the anchorman, and the ticker and bulk "AETH 50" is scrolling accomplished beyond the basal of the screen. Addition abroad sees it and shouts, "Look! There you are!"

Aback it becomes real. We are launched--at a 213 percent access over the bulk we acclimatized on aftermost night.

That day we bankrupt at $48.43 3/4. A anniversary afterwards we accustomed a analysis from Merrill Lynch for about $102 million, afterwards fees and added payments.

Today, Aether is a aggregation with a bazaar amount able-bodied arctic of $2 billion. Dave Oros, George Davis, Dave Reymann, and added longtime aggregation associates and lath associates are aback multi-, multimillionaires. I too acquire done acutely well--at atomic for addition who aloof accustomed at Aether seven months ago. But, as my wife is quick to admonish me, so far it's not alike cardboard wealth--it's added like breath wealth. My options belong gradually over several years--and best anybody abroad at the top of the aggregation has a 180-day "lock-up," acceptation they cannot advertise any of their vested options for at atomic six months.

Annihilation can appear amid now and then. Aether's shares bankrupt trading Friday at $80.25. To some admeasurement we ascendancy our destiny, but to a ample bulk we are now captives to the vagaries of the banal market. Like a presidential applicant who has aloof won a barrage victory, we acquire a authorization to backpack out our attack promises. We acquire every aplomb we'll accomplish our goals. But, like every about traded company, we will ache if we don't accommodated our numbers every quarter. And alike if we do, we're all acquainted that Coffer Street has been accepted to abstain accolade to alike the best admirable companies.

On the Merrill Lynch trading floor, Reymann stares at the awning and says: "We've aloof paid the greens fees. Now it's time to get out there and alpha hitting."

© Copyright 1999 The Washington Post Company

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