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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission file number: 000-31511

Registrant’s telephone number, including area code: 510-668-1638

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

      Indicate by check mark whether the registrant is an accelerated filer (as defined in the Exchange Act Rule 12b-2).     Yes þ          No o

      The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $126,156,154 as of June 28, 2002, based upon the closing sale price on the Nasdaq National Market reported for such date. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

      There were 47,949,775 shares of the registrant’s Common Stock issued and outstanding as of March 24, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

      Part III incorporates information by reference from the definitive proxy statement to be filed in connection with the registrant’s 2003 annual meeting of stockholders.

PART I

Item 1.     Business

      Except for the historical information contained in this Report, the matters discussed in this Report are forward-looking statements involving risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, our historical and future losses, our limited operating history, the infancy of the mobile resource management industry where there is no established market for our products and services, our ability to adapt to rapid technological change, our dependence on wireless networks, network infrastructure and positioning systems owned and controlled by others and general economic and political conditions. Further information regarding these and other risks is included in this Report and in our other filings with the Securities and Exchange Commission (“SEC”).

      Our primary Internet address is www.road.com. We make our periodic SEC reports (Forms 10-Q and Forms 10-K) and current reports (Forms 8-K) available free of charge through our website as soon as reasonably practicable after they are filed electronically with the SEC. We may from time to time provide important disclosures to investors by posting them in the investor relations section of our website, as allowed by the SEC rules.

The @Road Solution

      We integrate Global Positioning System technology, wireless communications, transaction processing, software applications and the Internet to enable companies to efficiently manage their mobile workers with location-relevant and time-sensitive information. Our services are designed to be easy-to-use, cost-effective, Internet-based tools for mobile resource management that provide location, reporting, dispatch, messaging, and other management services. Our services allow customers to use our website to manage the activities of their employees, vehicles, and goods and services, and provide for two-way communications between our customers and their mobile workers. Our services also allow customers to conduct business operations, such as event confirmation, signature verification, forms processing, project management and timekeeping while their workers are in the field. We believe our services provide significant value to our customers by decreasing the costs and increasing the efficiency of their operations.

      Our services provide information to our customers in one or more of the following ways. First, a customer can use any Internet-connected computer to access our secure website, www.road.com. Second, a customer can use a wireline or wireless telephone to access our speech-to-text voice portal. The website and voice portal are connected to our Wireless Applications Processing Center, a network of secure servers, which receives, processes and stores data as well as serves data to our customers. Third, a customer can use our DirectData service, which streams pre-processed data from our Wireless Applications Processing Center directly to the customer’s legacy software applications. A customer can then execute collaborative processing, which is the combination of data provided by our services and data provided by the customer’s legacy software applications yielding an enhanced set of data. Fourth, a customer can configure certain third-party software applications, such as dispatching software, to access and obtain requested data from our Wireless Applications Processing Center using application programming interfaces.

      The information technology infrastructure and network application software used to provide our services reside at our Wireless Applications Processing Center. Accordingly, our customers do not need to make a substantial investment in acquiring and supporting capital equipment, such as hardware, software and data networking equipment, to use our services.

      We provide data relating to a customer’s mobile resources, each of which we call a subscriber to our services, in a variety of formats, including activity reports, maps and completed business forms. We provide these formats in a standard configuration; however, customers can configure certain elements and views themselves to satisfy their internal business rules. We also provide a two-way text communications service. Customers can access our website to send and receive text messages. Customers can also use our voice

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      We provide a service called MobileForms, which enables mobile workers to use a ruggedized personal digital assistant to conduct business transactions and to document workflow in the field. Customers can define the fields of data that the mobile worker will be prompted to input. Additionally, mobile workers can capture item bar codes and signatures. We also provide a service called ConnectBusiness, which enables mobile workers to use a wireless application protocol-enabled mobile telephone to capture timekeeping information, conduct project management activities and document workflow in the field.

      Our services provide both current and historical information. Customer data is typically stored for fourteen days, unless the customer purchases extended data storage services from us. Customers can choose to have reports delivered on a pre-scheduled basis, or they can submit queries to our databases to create reports and views on demand. Customers can also download reports to manipulate and store data as desired.

      Our services are enabled by the deployment of a platform to the customer’s mobile worker. Our services operate with three independent platforms. First, a mobile worker can use our proprietary hardware device embedded with software and which integrates a Global Positioning System receiver with a wireless modem. Second, a mobile worker can use our proprietary hardware device embedded with software and an integrated Global Positioning System receiver and which is tethered by cable to a wireless telephone. Each of these proprietary hardware devices is called an Internet Location Manager. The Internet Location Manager is installed in a mobile worker’s vehicle. Generally, the vehicle can be of any type. Installation typically takes less than an hour, and is completed by our subcontracted installation agents. Third, a mobile worker can use a location- or wireless application protocol-enabled mobile telephone embedded with our software application.

      These platforms receive signals from Global Positioning System satellites to determine location, velocity and time. From time to time, the platform also collects other information, such as operational diagnostics. These data are transmitted to our Wireless Applications Processing Center using wireless networks and the Internet. If a wireless connection is not available, then the platform will store up to five days of captured data and seek to transmit the data when a wireless connection is available. To use services such as two-way communications, MobileForms and ConnectBusiness, customers can provide mobile workers a ruggedized personal digital assistant or our Internet Data Terminal, which are connected to the Internet Location Manager, or wireless application protocol-enabled mobile telephone, as appropriate.

      Customers can use our services to manage any number or type of mobile resources, such as those in telecommunications, construction, facilities/waste management, field service, transportation (freight and passenger), courier/delivery, distribution, security, cable/broadband or utilities sectors. Since our services operate using our Wireless Applications Processing Center, a customer can vary the services and platforms it deploys within its organization, a region or even a team.

      We have entered into strategic relationships with ALLTEL, AT&T Wireless, Cingular Wireless, Nextel Communications, Nextel Partners, Southern LINC, TELUS Mobility and Verizon Wireless to provide wireless data connectivity between @Road-enabled mobile resources and the Internet using these companies’ General Packet Radio Services (GPRS) network, Integrated Digital Enhanced Network (iDEN) or Cellular Digital Packet Data (CDPD) network. Our services have also been tested with and operate on the Code Division Multiple Access 1XRTT (CDMA 1X) network.

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      Customers who use our services find a variety of compelling benefits. We believe that many of these benefits result in operational efficiencies or competitive advantages for our customers in their market segments. Benefits of using our services include the following:

	•	Improve the productivity of mobile resources. Using our services, customers can improve the productivity of mobile resources. For example, customers can use location, personalized mapping landmarks and path sequencing features to maximize the time spent completing work orders in the field. Customers can also monitor the progress of jobs in the field and re-allocate resources to better meet project deadlines. Customers can measure the improvements in their mobile workers’ productivity from using our services in many ways, including by an increase in the number of jobs a mobile worker can complete per day or by an increase in revenue earned by a mobile worker per day.
	•	Decrease the costs of operations of mobile resources. Using our services, customers can reduce the cost of operating mobile resources. For example, customers can use our two-way communications services for low-cost transmission of completed business forms, signature capture verification and messaging. Customers can also use our services to automatically monitor and schedule maintenance activities for assets in the field. Customers can measure decreases in their costs from using our services in many ways, including by a decrease in the cost of having a mobile worker in the field or by a decrease in the cost of insuring mobile workers and assets.
	•	Improve the efficiency of a customer’s overall operations. Using our services, customers can improve the efficiency of their organizations’ operations. For example, customers can use our services to capture timekeeping, workflow and inventory use information in the field. These data can be delivered directly to our customers’ legacy software applications or downloaded from our website and imported into a payroll or customer invoicing system. These services can minimize the need for back-office data entry services, minimize data entry errors and accelerate invoicing processes. Customers can measure improvements in their efficiency from using our services in many ways, including by a decrease in costs of general and administrative expenses and by a reduction in days sales outstanding of accounts receivable.
	•	Improve responsiveness to our customers’ customers. Using our services, customers can be more responsive to their customers. For example, location and workflow information can be used to update end-customers about pending work orders or deliveries. Customers can also use our location-on-demand feature to assign a pending work order to the closest or best-equipped mobile worker to provide the quickest response that meets the end-customer’s demands. Customers can enhance their customer relationship management operations by accessing stored information about end-customers, including workflow data records, audit trails of mobile worker messages, and audit trails of daily mobile worker activity. Customers can measure improvements in their responsiveness from using our services in many ways, including by a reduction in aged receivables and by an improvement in internal customer satisfaction indexes.

     Strategy

      Our objective is to be the leading provider of mobile resource management services and solutions to businesses and organizations with mobile workers. Key elements of our strategy include:

	•	Establish @Road as the market leader in mobile resource management services. We believe our competitive advantages will establish us as the market leader in providing mobile resource management services to businesses and organizations. Establishing this leadership position is a key element in successfully penetrating new markets, creating new sources of revenues and growing our overall business. We are one of the first companies to enter the mobile resource management services market with a comprehensive turnkey solution at a low cost. We intend to aggressively grow our customer base and market additional services to our existing customers. We expect to continue to focus on customers of all sizes.

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	•	Increase the value of our service suite by adding new services and features. We will continue to add new features and functionality to our services and develop new services to enhance the value we provide to our customers. We expect to continue to release new features that synthesize the information currently retrieved by our existing services. We expect some of these features to be incorporated into our services as free upgrades, while others will be offered for additional fees. In addition, we are continuing to develop an open platform architecture, with application program interfaces, data streaming capabilities and enhanced website features to allow our customers and partners to integrate third-party applications with our services.
	•	Take advantage of technological advances in hardware and networks. We intend to develop new services that take advantage of advances that are being made in the capabilities of wireless devices as well as improvements that are being made to wireless networks. For example, our services now operate on the General Packet Radio Services network and can use a location-enabled mobile telephone as a hardware platform in the field.
	•	Penetrate new markets and applications. We intend to use our core competencies and relationships with key partners and customers to develop services for additional markets. We believe our technology is well suited to many applications that can leverage location-relevant, time-sensitive information, two-way wireless communications and the Internet. To address expanding market opportunities, we have designed our services to be carrier-, connectivity- and hardware platform-independent. These features are designed to facilitate the rapid deployment of our services in additional geographic markets as coverage of wireless networks increases.
	•	Maintain technology leadership. We have developed and patented technology that integrates Global Positioning System technology, wireless communications, transaction processing, software applications and the Internet. We also have substantial experience in the design and deployment of products and services incorporating these technologies. We believe that our existing intellectual property, technological experience and expected continued investment in research and development will provide us with significant competitive advantages, enabling us to maintain our technological leadership position.

      Our services integrate Global Positioning System technology, wireless communications, transaction processing, software applications and the Internet to provide location, reporting, dispatch, messaging, and other management services to our customers for managing their mobile resources. Our services also enable customers to conduct business operations in the field. We believe that our services provide significant value to our customers by decreasing the costs and increasing the efficiency of their operations. We have targeted our services to businesses and organizations in the following vertical markets:

      • Telecommunications

      • Courier/delivery

      The following features and benefits of our services provide a variety of competitive advantages over other solutions:

	•	Variety of deployment platforms. The data generated by use of our services may be provided in several standard formats to meet the various needs of our customers. Our services are accessible by customers in one or more of the following ways: (1) using an Internet-connected computer and accessing our secure website, www.road.com; (2) using a wireline or wireless telephone and accessing our speech-to-text voice portal; (3) implementing our DirectData service, which streams pre-processed customer data from our Wireless Applications Processing Center directly to the customer’s legacy software applications; or (4) configuring third-party software applications, such as

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		dispatching software, to access our Wireless Applications Processing Center using our application programming interfaces to obtain customer data.
	•	Ease of implementation. The implementation of our services is designed to be quick and easy for our customers. When deploying our services using a location- or wireless application protocol-enabled mobile telephone as the hardware platform, customers install a software program on the telephone. Once launched, this software program communicates with our Wireless Applications Processing Center, and the customer deployment is complete. When deploying our services using an Internet Location Manager, the optional Internet Data Terminal or the ruggedized personal digital assistant as the hardware platform, we install this hardware in the customer’s vehicles. A vehicle installation typically takes less than an hour. As our customers grow, our services are scalable by either installing software on additional mobile telephones or installing our hardware platform in additional vehicles.
	•	Ease of use. Our services are designed to be deployed as end-to-end solutions. That is, a customer does not incur incremental information technology costs associated with the deployment or use of our services. Our services are designed to be available over the Internet and by telephone twenty-four hours a day, seven days a week, with the exception of scheduled maintenance. Our user interfaces, including those used with the Internet, mobile telephones, Internet Data Terminals and our ruggedized personal digital assistant, are designed to be intuitive and easy to use, require minimal training and be modified by the customer to meet each customer’s particular requirements. Additionally, our DirectData service streams customer data directly to a customer’s legacy software applications, which enables a customer to maximize the value of its existing investments in information technology and productivity solutions and to combine business intelligence arising from use of our services with a customer’s existing operations models.
	•	Ease of maintenance. We host and maintain all the services we provide. We also manage the wireless network and Internet connections between and among the platforms in the field, our Wireless Applications Processing Center and the Internet. Additionally, we implement service and software upgrades centrally at our Wireless Applications Processing Center and remotely to the platforms in the field over the same wireless connection used to transmit mobile resource information. For these reasons, customers avoid incurring information technology and infrastructure maintenance expenses and interrupting the daily operations of their mobile resources while benefiting from enhancements to our services.
	•	Cost-effective. Our services are cost-effective for our customers because we pass on to them the efficiencies we gain by using the Internet and wireless networks developed by other companies and Global Positioning System technology developed by the U.S. government. Our customers are not required to make a substantial capital investment because our services can be deployed on an existing location- or wireless application protocol-enabled mobile telephone, customer data and our software reside at our Wireless Applications Processing Center, and our services can be accessed by using the Internet or any wireline or wireless telephone.
	•	Scalability. Our service delivery architecture is designed to serve a growing number of subscribers with increasing data transmission volumes without compromising performance, delivery times or the data accuracy of our services. Because key technology components of our solution are designed to accommodate a practically unlimited number of users, as in the case of the Global Positioning System, or can be expanded to accommodate additional users, as in the case of wireless networks or the Internet, we believe that we can support a significantly expanding customer base. With the addition of our services that run on a location- or wireless application protocol-enabled mobile telephone, a customer can easily expand the deployment of our services on existing or new handsets.
	•	Wireless data connectivity. Our services interoperate with several wireless networks and are designed for use with a number of existing and future wireless networks. For example, our services operate on or have been tested with the General Packet Radio Services (GPRS) network, Code

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		Division Multiple Access 1XRTT (CDMA 1X) network, Integrated Digital Enhanced Network (iDEN) and Cellular Digital Packet Data (CDPD) network offered by some of the largest wireless carriers in North America. With these wireless carrier partners, we deliver services in more than 200 of the top metropolitan statistical areas in the U.S. and Canada. Subject to a customer’s preferences, we typically configure our services with the most cost-effective and efficient wireless network available in the customer’s geographic area of operations. In some cases, a single customer with geographically disperse operations may receive services that seamlessly use more than one wireless network. Wireless network configuration typically occurs in the background and does not require significant time or effort of the customer.
	•	Store-and-forward functionality. Our services are designed to address common geographic limitations and network difficulties associated with wireless networks. Where the platform deployed in the field travels outside a wireless network’s coverage area, the Internet Location Manager or mobile telephone, as the case may be, continues to collect and stores up to five days of mobile resource information. These data are transmitted to our Wireless Applications Processing Center when the platform returns to the wireless coverage area. Our services are designed to be tolerant of wireless network difficulties and to have the ability to confirm receipt of data from the field and re-transmit data when errors are detected.
	•	Location by Global Positioning System. Our services use the Global Positioning System to determine the location of a mobile resource. This technology enables reliable, accurate and cost-effective location and monitoring of our customers’ mobile resources. We believe Global Positioning System technology is more reliable than other positioning technologies because of its proven accuracy, the large number of deployed satellites and its ability to determine location regardless of velocity and altitude. The Global Positioning System uses pre-existing infrastructure developed by the U.S. government, which minimizes our costs of service delivery.
	•	Return on investment. Our services are designed to result in a wide variety of cost savings and revenue enhancements to our customers that can give our customers a rapid return on their investments in our services. Our customers can use our services to determine the location of their mobile resources at particular times and to send the most appropriate resource to the next job. In addition, customers can increase their productivity by actively using reports, maps and messaging with their mobile resources. Effective managing, routing and dispatching of mobile resources can save our customers time and fuel, decrease our customers’ costs and increase their customers’ satisfaction. By estimating mileage data and providing maintenance scheduling services, we assist our customers in optimizing maintenance activities, timing their vehicle downtime cost-effectively and offering opportunities to purchase vehicle maintenance goods and services in bulk. When we provide our customers with messaging capabilities using Internet Data Terminals, which bundles two-way communications for a flat rate, our customers can reduce their communications costs, including mobile telephone fees, which are often usage-based. Customers can also use our ruggedized personal digital assistant to conduct business operations in the field, allowing them to create a paperless trail of transactions and accelerate their billing and payroll processes.
	•	Robust reporting and mapping capabilities. Our services offer customers comprehensive, detailed reporting of workforce activity, either individually or for all or a selected group of a customer’s mobile resources. Reports can be formatted by customers and downloaded for additional sorting and analysis. A customer’s preferences are stored at our Wireless Applications Processing Center and can be modified by the customer at any time to meet its changing needs. Reports can also be used to help our customers manage projects in the field, particularly construction projects, payroll data and the maintenance requirements of their vehicles. The current and past locations of each mobile resource enabled by our services can be displayed on a map, making monitoring simple. Map views can be personalized by customers to graphically display different information about their mobile resources, including locating positions on maps by address or customer-defined landmarks. Moreover, historical customer data is stored at our Wireless Applications Processing Center, allowing managers of mobile resources to analyze activities over time.

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	•	Workflow and project management features. Our customers may enhance their field operations by choosing from a variety of available workflow and project management services. For example, our customers can use our ConnectBusiness service to capture job costing and inspection status information in the field. Our customers can also use our MobileForms service to conduct business transactions while in the field, including completing and transmitting business process forms, signature verification and credit card confirmations.
	•	Communications capabilities. Our customers may enhance their field operations by using our two-way communications services. These services operate using either the mobile telephone platform or the Internet Location Manager with our optional Internet Data Terminal. These services enable our customers to communicate regularly and quickly with mobile workers. While the services permit free text messages, they also enable customers to pre-program a set of messages that can be transmitted with the push of a button to minimize distractions in the field. Messages are stored at our Wireless Applications Processing Center, and are accessible by our customers. Customers can use the message database for customer relationship management, proof of service, auditing and minimizing the occurrence of lost change orders, missed appointments or other communications.
	•	Voice-enabled services. Our customers may enhance their field operations using our voice-based management service. Using speech-to-text and text-to-speech technologies integrated into our Wireless Applications Processing Center, managers can orally locate mobile workers and conduct two-way text messaging using any wireline or wireless telephone. This service can be useful to managers when they are not connected to the Internet, such as when managers are themselves in the field or responding to incidents outside of office hours.

      We market and sell our services to a broad range of North American customers that vary in size, geographic location and industry. The number of mobile resources enabled with our service has grown from 135 as of December 31, 1998 to approximately 90,000 as of December 31, 2002. We categorize a customer in a small-, medium- or large-sized customer group by reference to the total number of subscribers to our services for that customer. Small-sized customers have less than 30 subscribers, medium-sized customers have 31 to 750 subscribers and large-sized customers have more than 750 subscribers. Currently we have customers in the following industries:

     • Telecommunications

      We concentrate our research and development activities on services and platform engineering. To enhance our existing services and to introduce new services to our existing and potential customers, we focus on the following key areas:

	•	Services. We intend to continue to develop our services by offering new features while enhancing existing features. For example, in April 2002 we launched DirectData service, a store-and-forward transaction and message queuing service that is designed to continuously deliver customer data from our Wireless Applications Processing Center directly to a customer’s third party software applications. This service is designed to enable customers to collaboratively process data arising from a variety of sources to generate more meaningful business metrics and reports. In May 2002 we launched RoadFORCE service, which is a set of hosted services including activity reports relating to sales calls, travel time, expense reimbursement and location-on-demand. This service is designed to assist corporate mobile workforces and sales professionals managing business activity and sales performance. In June 2002 we launched RoadREPORT service, which provides detailed

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		historical workforce data, such as activity and location, to our customers. This service is designed to provide the intelligence needed by companies seeking historical information on a cost-effective basis. In March 2003, we launched GeoManager, Pocket Edition service, which is designed to deliver our standard mobile resource management application using a location-enabled mobile telephone in lieu of an Internet Location Manager.
	•	Platform. We intend to continue to develop and release platform upgrades to add new features as well as to enhance existing features. For example, in April 2002 we announced the availability of an Internet Location Manager with a Nextel Communications wireless modem embedded in the device. This expansion of our suite of platforms enables customers to use our services that operate with the Nextel Communications and Nextel Partners Integrated Digital Enhanced Network using one device with an integrated wireless modem or a device tethered to a mobile telephone. In September 2002 we announced the availability of an Internet Location Manager that communicates with the Southern LINC Integrated Digital Enhanced Network. This expansion of our suite of platforms enables customers to use our services within Southern LINC’s 127,000 square-mile wireless coverage area in southeastern U.S.

      As of December 31, 2002, we had 59 employees in research and development.

      Our technology efforts focus on creating new services and enhancing the reliability, availability and features of our services while maintaining a scalable and cost effective architecture. Our proprietary technologies are designed to work with technologies from other companies, including our partners, competitors, and other third parties. Although our services utilize our patented Global Positioning System chipset, our services have been designed to work with other location technologies. Similarly, while we have integrated wireless communications into our services in three ways, including a wireless modem embedded in our Internet Location Manager, an Internet Location Manager tethered to a Nextel Communications cellular telephone and installation of our thin client software application on a location-enabled mobile telephone, our services are designed to operate with a variety of wireless communications protocols and devices. We expect to continue to develop additional proprietary technology where feasible and to purchase or license technology where cost-effective. Our technology efforts focus on the following areas:

	•	Wireless technology. Our services currently operate on the General Packet Radio Services (GPRS) network, Integrated Digital Enhanced Network (iDEN) and Cellular Digital Packet Data (CDPD) network. Additionally, our services have been tested with and operate on the Code Division Multiple Access 1XRTT (CDMA 1X) network. One of our objectives is to continue to maintain our technological independence from wireless protocols and platforms, enabling our customers to communicate with our Wireless Applications Processing Center in the way or ways which best suit their needs.
	•	Access and Internet technology. The delivery of our services is complex in part because it involves the continuous collection, storage and processing of data from tens of thousands of subscribers in the field as well as processing requests from thousands of users accessing our Wireless Applications Processing Center. To manage the throughput of customer information and to deliver our services to our customers, we use secure Internet connections between our Wireless Applications Processing Center and customers accessing our services as well as the wireless networks transmitting customer information. In addition to providing access to our services using any Internet connected computer, we provide access via any wireline or wireless telephone with our speech-to-text interface technology. We also facilitate the integration of customer data collected by our services with a customer’s legacy software applications through our DirectData streaming service and application programming interfaces. We plan to further enhance access to customer data and our services by further developing our access alternatives.
	•	Information technology. We have an information technology organization dedicated to maintaining and enhancing our Wireless Applications Processing Center. By managing our services at our

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		Wireless Applications Processing Center, we relieve our customers of the development and operations burden of managing services resulting from the integration of location technologies, wireless communications protocols, Internet and access technologies and software applications. Our Wireless Applications Processing Center is composed of servers located in Redwood City, California and Ashburn, Virginia. From our Wireless Applications Processing Center, we maintain variable-speed capacity connections to the Internet and dedicated connections to the wireless networks we use. In the event of a power failure, our systems would be powered by a backup power supply.
	•	Location technology. The Global Positioning System is a worldwide radio-navigation system formed from a constellation of satellites and ground systems that are used as reference points to calculate positions. We have developed a patented Global Positioning System chipset and algorithm designed to be optimized for our services. As a result, our Internet Location Manager is designed to determine its location in less time than that which is required by other commercial receivers.

      We will continue to establish relationships with a number of companies to accelerate the adoption of our services. We believe that establishing strategic relationships will facilitate our technological leadership and provide early access to emerging technologies and new customers. Some of our existing relationships include the following:

	•	Wireless carriers. We have established strategic relationships with ALLTEL, AT&T Wireless, Cingular Wireless, Nextel Communications, Nextel Partners, Southern LINC, TELUS Mobility and Verizon Wireless to provide wireless connectivity between @Road-enabled mobile resources and the Internet. We contract directly with ALLTEL, AT&T Wireless and TELUS Mobility for the provision of wireless communications, which are bundled with our services. With Cingular Wireless, Nextel Communications, Nextel Partners and Southern LINC, our customers have separate contracts for wireless communications with their carrier. With Verizon Wireless, in some geographic areas we bundle our services with wireless communications and in others our customers have separate contracts for wireless communications with their carrier.
	•	Manufacturers. Symbol Technologies manufactures the ruggedized personal digital assistant for use with our services. In addition, one of our investors, Orient Semiconductor Electronics, manufactures and tests our Internet Location Manager.

      Our sales and marketing objective is to achieve broad market penetration through vertical marketing and targeted sales activities. As of December 31, 2002, our sales and marketing team consisted of 88 employees. We currently market and sell our solution through a number of sales channels, including the following:

	•	Strategic sales force. We have a team of sales employees focused on marketing and selling our services to large-sized customers. This sales force is geographically dispersed throughout the U.S. near target sales prospects. Large-sized customers are defined as customers with greater than 750 mobile resources. The sales process with large-sized customers often requires many months of activity, is competitive and typically requires a pilot test of our services.
	•	Direct sales force. We have a team of sales employees focused on marketing and selling our services to small- and medium-sized customers. This sales force is geographically dispersed throughout North America in major General Packet Radio Services (GPRS), Integrated Digital Enhanced Network (iDEN) and Cellular Digital Packet Data (CDPD) markets. Additionally, our direct sales force works with our wireless carrier partners to increase our subscriber base.
	•	Inside sales force. We have a team of sales employees focused on marketing and selling our services to small-sized customers. This sales force is located at our headquarters in Fremont, CA. Additionally, our inside sales force works with our direct sales force to increase our subscriber base.

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	•	Agent sales force. We have a team of employees who manage a network of independent sales agents focused on marketing and selling our services. These independent sales agents are geographically dispersed throughout North America. Participants in the agent sales program are compensated for the sale of our services and for the length of time during which a customer is under contract with us. Independent sales agents facilitate sales of our services through their own efforts and work with wireless carrier partners to increase our subscriber base.
	•	Wireless carrier partners. Our wireless carrier partners are ALLTEL, AT&T Wireless, Cingular Wireless, Nextel Communications, Nextel Partners, Southern LINC, TELUS Mobility and Verizon Wireless. These partners market or facilitate sales of our services through their own sales channels and work with our direct sales force to increase our subscriber base.

      Our marketing department is engaged in a wide variety of activities, such as awareness and lead generation programs and product management. These activities include public relations, seminars, direct mail, trade shows, and co-marketing and co-branding with partners.

      We compete with companies that provide mobile resource management services to businesses and organizations with field operations. We also compete with alternative means of communication between mobile workers and their managers, including mobile telephones, two-way radios and pagers. We compete primarily on the basis of functionality, ease of use, quality, price, service availability, geographic coverage of services and corporate financial strength. As the demand by businesses for mobile resource management services increases, the quality, functionality and breadth of competitors’ products and services typically improve and new competitors enter our market. In addition, the widespread adoption of industry standards may make it easier for new market entrants or existing competitors to improve existing services or offer some or all of the services we offer or may offer in the future. We do not know to what extent network infrastructure developers and wireless network operators will seek to provide integrated Global Positioning System, wireless communications, transaction processing, software and Internet solutions, including access devices developed internally or through captive suppliers.

      The market for our services is competitive and is expected to become even more competitive in the future. If we are unable to compete successfully in these areas, competitive pressures may harm our business or increase our sales cycles, resulting in a loss of market share and revenues. Our current and potential competitors include: other providers of vehicle-location services, such as QUALCOMM, whose OmniTRACS service uses satellite communication technology to manage fleets of trucks that travel long distances; other wireless Internet companies, such as Openwave, Research in Motion and Aether Systems; companies working on emergency-911 solutions, such as True Position; companies with solutions that integrate location, wireless communications and call centers, such as General Motors; and companies that provide wireless, location-relevant applications, such as SignalSoft (a subsidiary of Openwave).

      We rely on a combination of patent, trade secret, trademark and copyright laws, and nondisclosure and other contractual restrictions to protect our proprietary technology. We possess seven patents, which cover our Global Positioning System chipset technology and the method and structure for distributing information over a network as well as applications of this method. We have filed numerous additional patent applications to further protect and extend our technology leadership position. Although we have applied for patent protection primarily in the U.S., we have filed and intend to continue to file patent applications in other countries where there is a strategic technological or business justification. As part of our confidentiality procedures, we generally enter into nondisclosure agreements with our employees, consultants, distributors and corporate partners and limit access to and distribution of our software, documentation and other proprietary information.

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      As of December 31, 2002, we had 292 employees, 267 of whom were located in the U.S. and 25 of whom were located in Chennai, India. We believe relationships with our employees are good.

Item 2.     Properties

      We have offices in Fremont, California and Chennai, India.

Item 3.     Legal Proceedings

      On February 28, 2003, a purported securities class action lawsuit entitled Liu v. Credit Suisse First Boston Corporation et al, including 166 other parties, Civil Action Number 03-20459, was filed in the United States District Court for the Southern District of Florida. The defendants include Credit Suisse First Boston Corporation and related entities and persons, certain companies that conducted an initial public offering of securities underwritten by Credit Suisse First Boston Corporation, us, our Chief Executive Officer and our Chief Financial Officer. The lawsuit was filed by an individual who purchased stock in Commerce One, Inc. and was brought on behalf of all persons and entities who acquired stock in the defendant companies after an initial public offering of securities underwritten by Credit Suisse First Boston Corporation. The complaint alleges that defendants violated various federal securities laws and state laws by disseminating fraudulent information regarding the expected financial performance and revenue growth of the defendant companies with the objective of inflating those companies’ stock prices. The complaint seeks unspecified damages and rescission on behalf of the purported class.

      We believe we have meritorious defenses to these claims and plan to defend the action vigorously; however, litigation is inherently uncertain and we may not prevail in this matter.

      We are also a party to other legal proceedings in the ordinary course of business. Based on evaluation of these other matters, we believe that these matters will not have a material effect on our results of operations or financial position.

Item 4.     Submission of Matters to a Vote of Security Holders

      None.

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PART II

Item 5.     Market for Registrant’s Common Equity and Related Stockholder Matters

Price Range of Common Stock

      Our common stock has been listed for quotation on the Nasdaq National Market under the symbol “ARDI” since our initial public offering on September 28, 2000. The following table shows the high and low sales prices of our common stock as reported by the Nasdaq National Market for the period indicated.

      At December 31, 2002, there were approximately 147 holders of record of our common stock. This does not include the number of persons whose stock is held in nominee or “street name” accounts through brokers.

      The market price of our common stock has been and may continue to be subject to wide fluctuations in response to a number of events and factors, such as quarterly variations in our operating results, announcements of technological innovations or new products or services by us or our competitors, changes in financial estimates and recommendations by securities analysts, the operating and stock performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets. In addition, the stock market in recent years has experienced extreme price and volume fluctuations that have particularly affected the market prices of many high technology companies that have often been unrelated or disproportionate to the operating performance of those companies. These fluctuations, as well as general political, economic and market conditions, may adversely affect the market price for our common stock.

Dividend Policy

      We have never paid cash dividends on our common stock. We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying any cash dividends in the foreseeable future.

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Item 6.     Selected Financial Data

      The selected consolidated financial data set forth below should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, the consolidated financial statements, the related notes and other information contained in this Report.