HI/FN INC (HIFN) SPO
|Company Name||HI/FN INC|
|Company Address||750 UNIVERSITY AVENUE
LOS GATOS, CA 95032
|CEO||Christopher G. Kenber|
|Employees (as of 9/30/2003)||117|
|State of Inc||DE|
|Fiscal Year End||9/30|
|Exchange||Nasdaq National Market|
|Shares Over Alloted||--|
|Shareholder Shares Offered||2,200,000|
|Lockup Period (days)||180|
|Quiet Period Expiration||5/7/2004|
Hifn will not receive any of the proceeds from the sale of the shares offered by this prospectus. All proceeds from the sale of the shares offered hereby will be for the account of the selling stockholders, as described below.
We compete in markets that are intensely competitive and are expected to become increasingly competitive as current competitors expand their product offerings and new competitors enter the market. The markets that we compete in are subject to frequent product introductions with improved price-performance characteristics, rapid technological change, and the continued emergence of new industry standards. Our products compete with offerings from companies such as Analog Devices, Inc., SafeNet, Inc., IBM, Broadcom Corporation, Motorola, Inc. and Cavium Networks. Hifn was a wholly-owned subsidiary of Stac, Inc. until Hifn’s spin-off from Stac in 1996 upon which Stac assigned two license agreements entered into with IBM in 1994 in which Stac granted IBM the right to use, but not sublicense, our patented compression technology in IBM hardware and software products. Stac also assigned its license agreement with Microsoft Corporation (“Microsoft”) in 1994 whereby Stac granted Microsoft the right to use, but not sublicense, our compression technology in their software products. We expect significant future competition from major domestic and international semiconductor suppliers. Several established electronics and semiconductor suppliers have recently entered, or expressed an interest to enter, the network equipment market. We also may face competition from suppliers of products based on new or emerging technologies. Furthermore, many of our existing and potential customers internally develop solutions which attempt to perform all or a portion of the functions performed by our products. A key element of our packet processor architecture is our encryption technology. Until recently, in order to export our encryption-related products, the U.S. Department of Commerce required us to obtain a license. Foreign competitors that were not subject to similar requirements have an advantage over us in their ability to establish existing markets for their products and rapidly respond to the requests of customers in the global market. Although the export restriction has been liberalized, we may not be successful in entering or competing in the foreign encryption markets. See “Our Products Are Subject To Export Restrictions.” Many of our current and prospective competitors offer broader product lines and have significantly greater financial, technical, manufacturing and marketing resources than us. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to promote the sale of their products. In particular, companies such as Intel Corporation, Lucent Technologies Inc., Motorola, Inc., National Semiconductor Corporation and Texas Instruments Incorporated have significant advantage over us given their relationships with many of our customers, their extensive marketing power and name recognition and their much greater financial resources. In addition, current and potential competitors may decide to consolidate, lower the prices of their products or to bundle their products with other products. Any of the above would significantly and negatively impact our ability to compete and obtain or maintain market share. If we are unable to successfully compete against our competitors, our business, results of operations and financial condition will suffer. We believe that the important competitive factors in our markets are the following: • Performance; • Price; • The time that is required to develop a new product or enhancements to existing products; • The ability to achieve product acceptance with major network and storage equipment vendors; • The support that exists for new network and storage standards; • Features and functionality; • Adaptability of products to specific applications; • Reliability; and • Technical service and support as well as effective intellectual property protection. If we are unable to successfully develop and market products that compete with those of other suppliers, our business, financial condition and results of operations could be harmed. In addition, we must compete for the services of qualified distributors and sales representatives. To the extent that our competitors offer distributors or sales representatives more favorable terms, these distributors and sales representatives may decline to carry, or discontinue carrying, our products. Our business, financial condition and results of operations could be harmed by any failure to maintain and expand our distribution network.
We make integrated circuits and software for network infrastructure developers. Our integrated data flow technology enables secure intelligent networks with compression, encryption and application-aware classification. This is central to the growth of the Internet, helping to make electronic
mail, web browsing, Internet shopping and multimedia communications better, faster and more secure. Most of the major network equipment manufacturers use our patented technology to improve packet processing. More information on the company is available from the company’s SEC filings. Additional product information can be obtained from our website at http://www.hifn.com. Our principal executive offices are located at 750 University Avenue, Los Gatos, California 95032 and our telephone number is (408) 399-3500.
|Company Counsel||Wilson Sonsini Goodrich & Rosati, P.C.|
|Company Counsel||Wilson Sonsini Goodrich & Rosati, Professional Corporation|
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