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November 10, 2001 Underwriting in the Current Market Environment

Bill Rodoni, Vice President Credit Suisse First Boston

Summary Overview
1. Choosing an Investment Bank
Key Criteria The Market Leader

2.

Current Market Environment


Market Indices Market Appetite IPO Pipeline / IPO Criteria

3.

The IPO Process


Prepping for a Successful IPO

A Typical Offering
A Look at Valuation

4.

Wrap-Up

1. Choosing an Investment Bank

Key Criteria for Selecting Your Underwriter


1. Size Matters!
Choosing a relationship with a large, established bank is the beginning of a longterm relationship Larger balance sheet ensures continuity and diversity of product offerings

2. Equity Research
Serves as the primary link between buyside investors and the Company Third party validation is key

3. Variety of Products
Breadth and depth of products ensures the most complete corporate finance advice

4. Retail Distribution
Improves transaction success rate Better diversifies shareholder base

5. Strong Track Record


Previous success a leading indicator for future success

The Global Powerhouses

83,000+ Employees 937 Offices in 30+ Countries $871 Billion in Assets Under Management or Supervision

62,679+ Employees 603 Offices in 27 Countries $548 Billion in Assets Under Management or Supervision

23,050+ Employees 42 Offices in 20+ Countries $581 Billion in Assets Under Management or Supervision

$25.2 Billion in Equity Capital $671.0 Billion in Assets

$18.7 Billion in Equity Capital $404.1 Billion in Assets

$12.7 Billion in Equity Capital $275.0 Billion in Assets

$24.5 Billion in Revenues (LTM)

$42.3 Billion in Revenues (LTM)

$32.2 Billion in Revenues (LTM)

Source: Annual Reports, 10-K, 10-Q and company websites

CSFB: A Leader in All Major Investment Banking Products

(Ranked by Number of Transactions / Dollar Volume)

Total Equity(1)

#1 / #4

#5/ #3

#3 / #1

IPOs(1)

#1 / #3

#3 / #1

#2 / #2

Research(2)

#1

#3

#5

Announced M&A

#1 / #3

#5 / #2

#3 / #1

Convertibles

#3 / #3

#4 / #5

#5 / #2

High Yield Debt

#1 / #1

#3 / #3

#4 / #4

Investment Grade Debt(3)

#2 / #3

#4 / #6

#7 / #7

Source: Securities Data Corporation for the period of 1/1/00 through 9/30/01. (1) All North American issues. (2) Based on number of Institutional Investor ranked analysts as of 12/31/00. (3) All U.S. debt (includes all public and Rule 144A debt securities).

CSFB: Unparalleled Institutional Sales Capabilities


CSFB has the largest and most effective institutional salesforce on the Street, delivering the most in-depth and intensive coverage to the leading investors

Largest

Institutional Salespeople(1)

675

400

560

Highest Ranked

2000 Reuters Survey 2000 Institutional Investor

#1 #1

#3 #3

#2 #6

Most Experienced

2000 - 2001 Equity Offerings* 2000 - 2001 Technology Offerings**

238 111
26 #1

154 81 13
#2

197 80
17 #4

Technology Focused

Global Tech Salespeople 2000 II Technology Sales

* ** (1)

Domestic equity new issues for the period of 1/1/00 through 9/30/01 (includes IPOs and Follow-On offerings). Global equity new issues for the period of 01/01/00 through 9/30/01 (includes IPOs and Follow-On offerings). Includes international high net worth brokers employed by the Credit Suisse Group.

CSFB: The Most Comprehensive Retail Distribution Network


and the breadth of CSFBs retail coverage is unmatched.

U.S. High Net Worth

Number of Brokers

500

250

500

Intl. High Net Worth(1)

Number of Brokers

750+

100

100

Traditional Retail

Retail Channel Number of Brokers

Pershing 17,000

Dean Witter 11,000

Goldman Sachs 600

Online Distribution

Online Channel Broker Ranking *

CSFBdirect #1

MS Online #7

GS Online NA

* Barrons, March 2001 (1) Includes high net brokers employed by the Credit Suisse Group.

Trading Support

NYSE U.S. Listed Stocks

Rank %

#1 11.0% #1 8.6%

#5 5.4% #3 6.4%

#4 5.5% #5 5.2%

OTC U.S. Stocks*

Rank %

# of OTC Stock Traded

745

550

450

# of Market Makers

35

21

18

Avg # of Stocks/ Market Maker

21

26

25

Source: AutEX / Block DATA * Includes OTC stocks traded by CSFB and DLJ.

For CY2000.

Reputation for High Quality Transactions


Reuters Survey of Fund Managers*
Overall Rankings 2000 1999

23%
Goldman Sachs Morgan Stanley Dean Witter Merrill Lynch Salomon Smith Barney 17 16 9 6

11%
14 14 12 12

Category
Quality of new equity issues Due diligence on new issues Pricing of new equity issues Equitable allocation of new issue product Quality of research product and service in the aftermarket Aftermarket performance of equity issues

1st Place

* In a survey dated July 19, 2000, Reuters surveyed 75 of the largest institutional managers of active US equity funds. They estimate that their sample represents 88% of the active institutional funds invested in mid- and small-cap equities. Responses have been weighted by fund size.

The Clear Leader in Technology Investment Banking

2000 - 2001 Total Technology Financing and M&A


(Number of Deals)

2000 - 2001 Total Technology Financing and M&A


(Dollars in Billions)

400 350

389
$400.00 $350.00

$380.9 $350.5

300
$300.00

250 200 150 100 50 0

233

232 188 157

$250.00 $200.00

$237.9 $189.7 $181.3 $133.1 $103.4 $81.0

143
$150.00

99

98
$100.00 $50.00 $0.00

CSFB

GS

MS

JPM CIT/SSB ML

DBAB

LEH

CSFB

MS

GS CIT/SSB JPM

ML

LEH

BofA

Notes: Transactions announced 1/1/00 through 9/30/01. Includes private placement deals.

Bankers Who Led Industry-Defining, First-of-a-Kind IPOs


1990 1993 1994 1995 1997

1998

1999

2000

2001+

10

2. Current Market Environment

Market Conditions ------- THEN

Market Conditions ------- NOW

Weak Equity Markets Further Challenged by the Impact of the Tragic Events
Equity Market Performance
130% 120% 110% 100% 90% 80% 70% 60% 50%

The terrorist attacks of September 11th


added a new dynamic to markets which were already off significantly YTD
Performance from: 1/1/01 - 7/31/01 8/1/01 - 9/10/01 9/11/01 - Current YTD
-17.7%

Sept 11 Terrorist Attacks

YTD
Fed cuts rates: Jan 3: 50bps Jan 31: 50bps Mar 20: 50bps April 18: 50bps May 15: 50bps June 27: 25bps Aug 21: 25bps Sept 17: 50bps Oct 2: 50bps
1/29 2/28 3/29 4/29 5/29 6/29 7/29 8/29 9/29 10/29
Dow
-13.6%

Nasdaq -17.9% -16.4% 3.0% -29.3%

Dow S&P 500 -2.4% -8.3% -8.7% -9.8% -2.9% -0.5% -13.6% -17.7%

S&P 500

One month later, markets have


returned to pre-September 11 levels

Nasdaq

-29.3%

CSFB Tech
-37.4%

Market continues to be characterized


by:

40% 12/29

Impact on Volatility and Liquidity


% of Days with Greater Than 3% Movements 1999 2000 2001 YTD Since 9/17 7.8% 29.7% 25.4% 28.6% 0.0% 2.7% 4.1% 8.6% 0.4% 4.3% 3.6% 5.7% 1999 1,049 809 Average Daily Volume 2000 2001 YTD Since 9/17 1,667 1,791 1,904 1,042 1,232 1,712

NASDAQ DJIA S&P

Increased volatility: extreme intra-day shifts as market is trading on news and rumors Recent volumes on both Nasdaq and NYSE greater than year-to-date averages Expectations of negative preannouncements

Large redemptions remain a key


concern

NASDAQ NYSE

Outflows of $29.5bn for month of September; consequently, cash reserves at mutual funds are high

12

Weakened Earnings Outlook Clouded by Potential Recession


% Change of FY1 EPS Estimates of Tech Companies in S&P 500
10.0% 0.0% Q1 2000 Q2 2000 Q3 2000 Q4 2000 Q1 2001 Q2 2001 Q3 2001 -10.0% -20.0% -30.0% -40.0% -50.0% -36.6% -39.8% -47.4% -8.5% 6.6% 6.1% 1.6%

Concerns over a weakened U.S. and


global economy, falling corporate profits and an unstable political environment have intensified

Mean First Call EPS Estimates

2001 estimates lowered again as likely


IT and capital spending freeze expected to remain through remainder of year. 2002 estimates revised to create more realistic expectations for investors

% of Companies with Lowered Estimates


-60.0%

21%

28%

30%

60%

79%

83%

85%

Expected pullback in spending as


consumer and business confidence severely shaken GDP growth estimates lowered for Q3 and Q4 2001

Real GDP (Indexed to Q1 1990)


100.4 100.2 100.0 99.8 99.6 99.4 99.2 99.0 98.8 98.6 1 2 3 4 5 6 7 8

Periods represent quarters

On November 7th, the Fed cut interest


rates by half a point to their lowest level since 1961 and, citing a deteriorating economy, suggested more cuts could be in store

Q1'01 - Q3'01 Q1'90 - Q4'91

Tax cuts will help add liquidity, but will


consumers spend or save?

13

History Indicates Markets Are Likely To Pick Up Over the Long-Term


1990 - 1991 Equity Market Performance
40%
Aug 2, 1990: Iraq invades Kuwait Jan 16 - Feb 28, 1991: Persian Gulf War

CSFBs equity strategist, Tom Galvin,


believes the terrorists attacks may accelerate and pull forward a recession, ultimately resulting in a stronger Vshaped recovery as infrastructure is rebuilt similar pattern seen during the 90 - 91 recession, Iraqi invasion and Gulf War

30%

20%

10%

0%

-10%

-20%

Nasdaq: 28.9% S&P 500: 18.0% Dow: 15.1%

-30%

History indicates that stock prices have


usually risen on average by 25% one year and over 34% two years following a surprise attack

-40% 1/1/90

4/1/90

7/1/90

10/1/90

1/1/91

4/1/91

7/1/91

10/1/91

NASDAQs Average Reaction to Major Surprise Attacks


Date 8/2/1990 2/26/1993 4/19/1995 9/11/2001 Event Iraq invades Kuwait - Operation Desert Storm World Trade Center bombed (1) Oklahoma City Federal Building bombed Terrorist Attacks on America 1 Day Later (2.7%) (0.2%) 0.3% (6.8%) (2.3%) 1 Week 2 Weeks 1 Year Later Later Later (3.7%) (6.2%) 17.9% 1.6% 3.3% 16.8% 2.5% 4.1% 39.2% (16.1%) (11.6%) ---(3.9%) (2.6%) 24.6% 2 Years 3 Years Later Later 35.4% 64.3% 17.9% 65.9% 49.7% 128.6% ------34.4% 86.3%

Markets will rebound from current lows:


Cash reserves at mutual funds high; buyside looking for good investment ideas US economy expected to recover by Q2 2002 as household/consumer confidence restored, lower interest rates expected and expansionary fiscal policy underway

8/2/1990 2/26/1993 4/19/1995 9/11/2001 Average

14

(1)

First terrorist attack on US soil

New Issue Market is Returning to Life


Weekly New Issue Volumes
$ 8,000

New issue activity has rebounded since


September 11
Convertibles: 25 deals for $9.8bn Given low Treasury yields and high equity volatility, the convertible market has been extremely active Follow-Ons: 51 deals for $10.9bn Average discount to last trade is -2.6% Average % change from offer to current is 7.0% IPOs: 8 deals for $4.0bn Average 1st day appreciation is 14.2%

% of Total
$ 7,000 $ 6,000 $ 5,000 $ 4,000 $ 3,000 $ 2,000 $1 ,000
$2 4 6 $15 $1,6 4 5 $9 72 $1,12 9 $1,6 72 $60 $1,754 $2,000 $2 ,6 4 9 $2 ,8 8 4

IPO CVT COM

16% 40% 43%


$40

$2,119

$1,823 $2,626 $114 $3,193 $686

$0 9/1 1 9/1 7 9/24 1 0/1 1 0/8 1 5 0/1 1 0/22 1 0/29

Backlog is Building Across All Sectors (1)


Healthcare Telecommunications Insurance Technology Financial Institutions Real Estate Professional Services Energy Retail Consumer Products Total (Top 10) Total
(1)

Technology new issuance has been limited


Total Amt # of Iss $3,743 26 $1,177 2 $1,875 2 $1,796 16 $1,102 16 $792 7 $740 5 $671 7 $590 3 $0 0 $12,486 $15,301 84 100

IPO Amt # of Iss $2,786 18 $0 0 $1,850 1 $702 10 $244 7 $564 2 $740 5 $671 7 $590 3 $0 0 $8,147 $8,349 53 55

Follow-ons Amt # of Iss $957 8 $1,177 2 $25 1 $1,094 6 $858 9 $228 5 $0 0 $0 0 $0 0 $0 0 $4,339 $5,091 31 40

to converts and follow-ons thus far


Convertibles: EDS ($780mm), FNSR ($100mm), SYMC ($525mm), ASML ($500mm), TER ($350mm), LSI ($450mm), MOT ($1,050mm), AV ($400mm), FCS ($200MM) Follow-Ons: ISIL ($441mm), INKT ($53mm), ACS ($648mm), MXO ($103mm)

Deals on file for less than 180 days

15

Institutional Investors Are Receptive to New Issues


Portfolio Managers will buy stories with all pieces in place
Large and growing market opportunity Differentiated technology and/or definable business model Diverse, high quality customer base Management team with impeccable execution track record and vision No hair

Companies that are real will have a broad institutional audience


Significant revenue base (i.e. ~ $10 mm) during quarter going public High revenue visibility - strong, diverse backlog needed Profitability reached shortly after offering (i.e. 2-3 quarters)

Valuation and structure will be important selling points


Shift from revenue to earnings multiples - 02 P/E is very positive Price on cover reflects expected pricing Attractive valuation versus comparable group Other investor issues include: early lockup releases, option dilution and funding to breakeven

16

IPO Criteria: Then vs. Now


Then
Q4 2000
4 to 5 quarters to profitability Growth through R&D spending

Now
August 2001 Profitability
1 to 2 quarters to profitability Strong quarter-over-quarter

was rewarded in exchange for near-term profitability


Revenue multiple $4-6 million 1-2 customers; possibly equity

growth and strong revenue diversification are required

Valuation Revenue in Q prior to IPO Customer Base

Revenue and P/E multiple $10-15 million Quality, diversified customer base Well-financed customers

investors

Unique market opportunity Buzz surrounding hot sectors

provided instant investor attention

Type of Entrant

necessary
Infrastructure in place to grow to

profitability
Solid management team Near-term visibility towards steady

Vague visibility towards steady

state model
Investors comfortable with soft

Long-term Financial Model

state model
Investors expect specifics

targets and vague references to long-term financial performance goals

regarding achievement of steady state

17

Tech IPO Snapshot


TODAY: LOOKING BACK:
Of the IPOs Completed from May 15, 2000 (i.e. the beginning of the recent correction):

In 2001, only 15 tech IPOs have been completed Aftermarket trading performance of these stocks has exceeded the tech IPO classes of 1999 and 2000 --- 2001 IPOs are down 5.1% from offer to current
Amount # of 15 223 327 IPO $44,325 $227,328 $203,761 Midpoint to Offer -7.9% 20.1% 25.5% Offer to Day 1 20.5% 77.3% 92.8% Current -5.1% -61.6% -32.8%

Average IPO performance: (54.6%) IPOs trading below issue price: 83.1% Average loss of IPOs below issue: (73.6%) IPOs below 1st day close: 90.0%

Tech IPOs 2001 2000 1999

($MM) $8,736 $29,589 $32,051

Offerings Market Value

Technology Research Universe Performance by Sector


% Change in Price CSFB Technology Research Sectors # of Co's 14 32 9 18 31 31 19 12 21 33 22 4 10 13 9 30 14 18 30 8 4 16 7 405 YTD 2001 -48.5% -68.7% -41.6% -40.9% -56.7% -31.3% -8.6% -8.0% -69.5% -5.1% -58.8% -76.9% -14.2% -43.7% -44.9% -19.5% -53.4% 0.0% 8.4% -38.9% -38.7% -47.3% -21.6% -34.2% 2000 -22.5% 13.0% -45.8% -19.3% -24.7% -14.8% -11.0% -13.9% -12.4% -1.0% -45.7% -11.8% -43.7% -1.4% 2.8% -59.1% 25.5% -28.2% -71.7% -29.0% -85.2% -0.4% -33.3% -22.1% Since 9/11 29.7% 21.2% 20.7% 16.9% 14.6% 14.4% 8.5% 7.1% 6.1% 5.8% 5.1% 1.2% 0.9% -0.4% -1.0% -1.1% -1.5% -1.8% -5.0% -5.2% -10.4% -11.2% -18.4% 6.3% 52-Week High -76.1% -84.2% -80.1% -70.1% -75.1% -62.1% -46.4% -42.4% -82.1% -50.2% -80.7% -87.8% -51.3% -70.2% -68.5% -53.3% -76.0% -42.6% -61.2% -62.9% -82.9% -73.2% -50.1% -65.6% Since 9/11 Mkt. Adj. 25.4% 16.9% 16.4% 12.6% 10.3% 10.0% 4.2% 2.8% 1.8% 1.5% 0.7% -3.1% -3.5% -4.8% -5.4% -5.5% -5.9% -6.1% -9.3% -9.6% -14.7% -15.5% -22.7% 1.9% Storage and Data Networking Telecom Equipment - Wireline Data Services Internet and eBusiness Infrastructure Telecom Equipment - Wireless eCommerce Electronic Components and Distributors Electronic Infrastructure / Tech. Software Business Software Applications Semiconductors Internet Infrastructure Software Optical Components PC & Enterprise Hardware Contract Manufacturing

Date 8/9/2001 7/30/2001 7/26/2001 7/18/2001 6/27/2001 6/20/2001 6/7/2001 5/17/2001 5/16/2001 5/1/2001 3/27/2001 3/20/2001 3/8/2001 2/15/2001 2/7/2001 Average

Issuer Mykrolis Corp HPL Technologies PDF Solutions, Inc. Accenture Ltd. Monolithic System Technology Multilink Technology Corp. Alliance Data Systems Corp Instinet Group LLC Tellium Inc. Simplex Solutions Inc. Agere Systems Inc. Verisity Ltd. Loudcloud, Inc. Riverstone Networks Inc. KPMG Consulting, Inc

Amount Offer from ($MM) Orig. Mdpt $ 105.0 $ 66.0 $ 54.0 $ 1,667.5 $ 50.0 $ 72.0 $ 156.0 $ 464.0 $ 135.0 $ 48.0 $ 3,600.0 $ 23.3 $ 150.0 $ 120.0 $ 2,024.7 (6.3%) 0.0% 0.0% 3.6% 0.0% 0.0% (7.7%) 16.0% 7.1% 9.1% (53.8%) (22.2%) (45.5%) 0.0% (19.4%) (7.9%)

% Change in Price Offer to Day 1 Current 8.3% 21.4% 26.3% 4.6% 12.2% 24.3% 16.7% 21.7% 39.5% 76.7% 0.3% 14.3% 2.6% 8.9% 30.5% 20.5% (32.3%) 13.7% 36.8% 21.5% 19.7% (53.7%) 32.7% (32.9%) (47.7%) 16.8% (15.0%) 42.9% (59.2%) 13.8% (33.6%) (5.1%)

1st Day to Current (37.5%) (6.3%) 8.3% 16.2% 6.7% (62.7%) 13.7% (44.9%) (62.5%) (33.9%) (15.3%) 25.0% (60.2%) 4.5% (49.1%) (19.9%)

Comm. Software and Enhanced Services IT Consulting & Computer Services Software Semiconductor Capital Equipment Internet / New Media & eCommerce Test & Measurement Latin America Internet Communications ICs Imaging All Technology Sectors

18

Technology IPO Activity And Performance Have Declined


Technology IPO Data - Monthly

Technology IPO Volume


$10,000 11 34 40 21 12 18 29 30 13 6 8 1 0 2 3 0 3
3 3 1 0

Original Midpoint to Offer Price


70.0%
0

52.2%
$8,297 $8,000

51.9% 45.1%

50.0%

30.0%
$6,000

18.3% 8.9% 10.3% 10.7% 10.0%


$4,322 $3,773

2.9%
$3,612 $3,782

1.7%

1.2% -2.6%

$4,000

-10.0%
$2,534 $2,026 $2,000 $1,050 $1,005 $1,211 $952 $605 $191 $0
MAY MAR MAR AUG MAY APR APR JAN 00 JAN 01 AUG JUN JUN JUL OCT DEC JUL NOV OCT FEB SEP FEB SEP

-6.9% -7.2%

-6.4% -9.7%

-6.3%

$2,145 $1,788

-19.2% -30.0%

$647 $278 $0 $0 $105 $0 $0

-40.5% -50.0%

MAY

MAR

MAR

AUG

MAY

APR

APR

JAN 00

JAN 01

AUG

JUN

JUN

JUL

OCT

DEC

JUL

1st Day Trading Performance


160.0% 144.2% 140.2% 140.0%
30.0% 20.0% 10.0% 0.0%

Offer Price to Current Performance


24.0%

NOV

120.0%
-10.0%

-0.4% -9.9% -20.0% -30.0% -14.9%

105.1% 100.0%

-10.4% -21.3%

80.0% 67.4% 61.5% 60.0% 47.1% 40.0% 50.0% 33.5% 46.0% 46.9% 34.6% 24.1% 25.4% 20.0% 19.7% 17.7% 17.4%

-32.3% -40.0% -50.0% -60.0% -70.0% -80.0% -90.0% -76.0% -65.4% -54.9% -53.2% -53.1% -63.1% -69.7% -77.3% -52.8% -45.5%

-64.1%

5.7% 0.0%
MAY MAR MAR AUG MAY APR APR JAN 00 JAN 01

8.3%
-100.0%

MAY

MAR

MAR

AUG

MAY

APR

APR

JAN 00

JAN 01

AUG

JUN

JUN

JUL

OCT

JUL

OCT
OCT SEP

FEB

SEP

FEB

DEC

FEB

SEP

AUG

JUN

JUN

JUL

OCT

DEC

JUL

19

NOV

OCT

FEB

SEP

FEB

SEP

NOV

FEB

SEP

3. The IPO Process

Valuation Overview -- Its a Buyers Market


Concerns over a slowing economy, earnings warnings, low visibility and recent political instability continue to test the markets in 2001 with the Nasdaq currently down over 29%(1) from the beginning of the year IT purchases and budgets have been severely disrupted September quarter software sales, already weak from the poor economic environment, have been particularly hard-hit after the terrorist attacks Two separate components: short-term disruption to purchasing decisions and longerterm macroeconomic risk that extends at least into next year CY 2002 visibility is low at the moment, as is sales linearity within quarters In 2001, only 15 tech IPOs have been completed, of which 13 are below issue price

20

(1) Through 11/2/01

IPO Process --- THEN

IPO Process --- NOW

Valuation Methodology
Review and refine Company projections to create street case Typical haircuts between 15-30% based on: Analysis and diligence of Companys financials Companys track record

Macro spending conditions

Apply three valuation frameworks to triangulate a fully distributed trading value Comparable Company Analysis, Recent IPO Analysis and Intrinsic Value Analysis Assumptions An offering that takes place in early 02 will be valued on 03 multiples at that time Filing/Pricing multiple discounted 20-25% from fully distributed trading multiples

21

Valuation Frameworks

Comparable Company Analysis

Recent IPO Analysis

Intrinsic Value Analysis

Identify peer group: Infrastructure Management Software Vendors Calculate trading multiples Apply relevant multiples to Companys results to determine potential fullydistributed value

Identify pricing statistics for recent IPOs of peer group companies Calculate filing, pricing and trading multiples Apply relevant multiples to Companys results to determine marketing approach and potential filing, pricing, and trading values

Project out future cash flows Determine discount rate and intrinsic value multiples Apply relevant multiples to Companys results to determine potential value

22

Typical IPO Structure


Lead Manager / Bookrunner: Co-Managers: Economics: Credit Suisse First Boston 2 - TBD (primarily research-driven) 50% / 25% / 25% (2 Co-Managers)

Deal Size:
Shares Offered: Domestic / International Split: Institutional / Retail Split:

$50-60MM; 15% Greenshoe


100% primary recommended 80% / 20% 80% / 20%

Directed Shares:
Lockup:

Up to 5%
180 days

23

Representative IPO Timetable


S SEPTEMBER 2001 M T W T F 2 3 4 5 6 7 9 10 11 12 13 14 16 17 18 19 20 21 23 24 25 26 27 28 30 S 1 8 15 22 29 S 7 14 21 28 OCTOBER 2001 M T W T 1 2 3 4 8 9 10 11 15 16 17 18 22 23 24 25 29 30 31 F 5 12 19 26 S 6 13 20 27 S 4 11 18 25 NOVEMBER 2001 M T W T F 1 2 5 6 7 8 9 12 13 14 15 16 19 20 21 22 23 26 27 28 29 30 S 3 10 17 24 S 2 9 16 23 30 DECEMBER 2001 M T W T F 3 4 5 6 7 10 11 12 13 14 17 18 19 20 21 24 25 26 27 28 31 S 1 8 15 22 29

S 6 13 20 27

JANUARY 2002 T W T 1 2 3 7 8 9 10 14 15 16 17 21 22 23 24 28 29 30 31

F 4 11 18 25

S 5 12 19 26

S 3 10 17 24

FEBRUARY 2002 T W T F S 1 2 4 5 6 7 8 9 11 12 13 14 15 16 18 19 20 21 22 23 25 26 27 28
Denotes Holiday

3 4 10 11 17 18 24 25 31

MARCH 2002 T W T F 1 5 6 7 8 12 13 14 15 19 20 21 22 26 27 28 29

S 2 9 16 23 30

S 7 14 21 28

M 1 8 15 22 29

APRIL 2002 T W T 2 3 4 9 10 11 16 17 18 23 24 25 30

F 5 12 19 26

S 6 13 20 27

DATE

EVENT

Week of November 26-30, 2001

Organizational meeting Initial due diligence and management presentations Initial drafting session Continue due diligence Continue drafting sessions Drafting sessions at printer File S-1 with unaudited Q3 results Roadshow preparation Receive 1 set of SEC comments File Amendment No. 1 to S-1 with audited year-end results Receive 2 set of SEC comments File Amendment No. 2 to S-1 Management presentation to Underwriters Salesforce European & US Roadshow Pricing Closing
nd st

Weeks of December 3-21, 2001

December 21, 2001 Weeks of January 2-25, 2002 Week of January 28 - February 1, 2002

Week of February 4-8, 2002 Week of February 11-15, 2002 Weeks of February 19 - March 5, 2002 March 5, 2002 March 11, 2002

24

Key Marketing Variables

Gameplan
Establish Early Momentum

Technology Specialist Coverage

Design High-Impact Marketing Schedule

Global Penetration

Motivated Management Structure

Powerful Institutional Relationships

Generate Strong Online Demand

25

Typical Marketing Objective


Roadshow Schedule: Focus on Key Accounts
8-9 day Roadshow targeting 40-50 investores for one-on-one meetings 2-3 day European Roadshow targeting 10-15 investors for one-on-one meetings

Generate Key Early Orders to Establish Momentum

Qualify with Aftermarket Feedback

Provide Strong Trading Support

26

Post-IPO Support

CREDIT SUISSE FIRST BOSTON CORPORATION

Detailed initiation report; quarterly updates; realtime electronic dissemination of intra-quarter news Commitment to be leading market maker; willingness to use capital Institutional investor follow-up road shows to broaden investor base Post-IPO technology conferences M&A ideas, analysis and execution Introduction to strategic partners Financing alternatives (secondary, convertible, debt, bridge financing)

Equity Research - Americas

CREDIT SUISSE FIRST BOSTON CORPORATION

CREDIT SUISSE FIRST BOSTON CORPORATION Equity Research - Americas (415) 836-7716 wendel.laidley@csfb.com Wendell Laidley

Equity Research - Americas Marks (212) 325-6550 Jim


Life-Altering Technology

jim.marks@csfb.com

Strong Buy Strong Buy

Curt Schilling (212) 555-9000 curt.schilling@csfb.com

Buy

Empowering Change

COMPANY

Employee stock option hedging program

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The Role of Research


Pre-IPO

IPO Marketing

Post-IPO

Significant front-end effort to position companys story in prospectus and roadshow Sales force teach-in to begin communicating the Company opportunity

Active involvement on roadshow

Prepare management for key accounts


Direct follow-up with key investors after one-on-one meetings

Detailed report issued immediately after 25-day quiet period expires Timely communication with the market as company events dictate (e.g., high profile customer wins, acquisitions, significant industry events) Frequent updating to institutional salesforce to ensure institutions Monthly First Call Notes Quarterly earnings reports

CREDIT SUISSE FIRST BOSTON CORPORATION

Equity Research - Americas CREDIT SUISSE FIRST BOSTON CORPORATION Equity Research - 836-7716 wendel.laidley@csfb.com Wendell Laidley (415) Americas
Equity Research - Americas
Jim Marks (212) 325-6550 jim.marks@csfb.com

Strong Buy Strong Buy Buy

Life-Altering Technology

Randy Johnson (212) 555-9000 Randy.johnson@csfb.com

COMPANY

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4. Wrap-Up

Summary of Key Ideas


It is important to choose an investment bank that can meet your needs today and in the future
Reputation - successful record of previous transactions enhances your credibility Size - helps ensure ease of execution Complete Suite of Product Offerings Aftermarket Support from Equity Research and Trading

Difficult market conditions have drastically reduced that number of IPOs in 2001
Criteria for going public has become more stringent -- back to fundamentals A buyers market

The right companies can still access the public equity markets!

Biography - Bill Rodoni

Bill Rodoni is a Vice President in the Investment Banking Division of the Credit Suisse First Boston Technology Group (CSFB) where he focuses on raising private capital for both privately-held and public technology companies. The CSFB Private Equity Group, of which Bill is a member, has completed 77 transactions in the past 5 years and has raised over $4.7 billion for its clients during this timeframe. While at CSFB, Bill has raised money for such notable clients as Plumtree Software, Packet Video and Storageway.

Prior to joining CSFB, Bill was a senior attorney in the Corporate Securities Group at Gray, Cary, Ware & Freidenrich, one of the largest law firms in the country, where he represented both privately-held and public technology companies in a wide range of transactions including public offerings, mergers and acquisitions, private placements and technology licensing. While at Gray Cary, Bill's client base included Ascend Communications, The Vantive Corporation, Aspect Development and 3Com. Prior to joining Gray Cary, Bill was a financial/legal analyst at First Pacific Company in Hong Kong, a large, multinational Asia-based conglomerate. Bill has both a J.D. (summa cum laude) and a B.S. in Finance from Santa Clara University.
Bill can be reached via phone at 415-249-8893 or via email at bill.rodoni@csfb.com.

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