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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

(Mark One)

 

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended March 31, 2005

 

OR

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                    

 

Commission File Number: 0-25457

 

NEON Systems, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware
 
76-0345839

(State or other jurisdiction of

 

(I.R.S.Employer Identification No.)

incorporation or organization)

 

 

 

 

 

14100 Southwest Freeway, Suite 500,
 
 

Sugar Land, Texas

 

77478

(Address of principal executive offices)

 

(zip code)

 

(281) 491-4200

(Registrant’s telephone number, including area code)

 

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

 

Title of Each Class

 

Name of each exchange
on which registered

None

 

None

 

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

Common Stock, par value $0.01 per share

(Title of Class)

 

Indicate by check mark whether 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 Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý  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.    o

 

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

 

The aggregate market value of the common stock held by non-affiliates of Registrant as of June 15, 2005 was $17,596,979, based on the last sale price of $3.30 for Registrant’s Common Stock on the Nasdaq National Market on September 30, 2004.

 

As of June 15, 2005, 9,534,986 shares of the Registrant’s Common Stock were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: 

 

Selected portions of the Proxy Statement for the Annual Meeting of Stockholders to be held in September 2005 to be filed with the Securities and Exchange Commission not later than 120 days after the end of Registrant’s fiscal year ended March 31, 2005 are incorporated by reference into Part III of this Form 10-K.

 

 



 

NEON SYSTEMS, INC.

 

FORM 10-K

FOR FISCAL YEAR ENDED MARCH 31, 2005

 

TABLE OF CONTENTS

 

 

PART I

 

 

 

 

1.

Business

 

 

 

 

2.

Properties

 

 

 

 

3.

Legal Proceedings

 

 

 

 

4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

 

PART II

 

 

 

 

5.

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

 

 

 

6.

Selected Consolidated Financial Data

 

 

 

 

7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

7A.

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

8.

Consolidated Financial Statements and Supplementary Data

 

 

 

 

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

 

 

 

9A.

Controls and Procedures

 

 

 

 

9B.

Other Information

 

 

 

 

 

PART III

 

 

 

 

10.

Directors and Executive Officers of Registrant

 

 

 

 

11.

Executive Compensation

 

 

 

 

12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

 

 

 

13.

Certain Relationships and Related Transactions

 

 

 

 

14.

Principal Accountant Fees and Services

 

 

 

 

 

PART IV

 

 

 

 

15.

Exhibits and Financial Statement Schedules

 

 

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PART I

 

The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding our expectations, intentions, strategies, and expected operating results and financial condition.  Forward-looking statements also include statements regarding events, conditions and financial trends that may affect our future plans of operations, business strategy, results of operations and financial position.  All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.  Investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.  These forward-looking statements are made in reliance upon the safe harbor provision of The Private Securities Litigation Reform Act of 1995.  Factors that could cause or contribute to such differences include, but are not limited to, those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the section below titled “Factors that May Affect Future Results,” and elsewhere in this Annual Report on Form 10-K.

 

ITEM 1. BUSINESS

 

OVERVIEW

 

NEON Systems, Inc. (“NEON”) is a leading provider of enterprise-class mainframe integration software.  NEON develops, markets and supports a unified mainframe integration platform for modern Service-Oriented Architectures and emerging Event-Driven Architectures. NEON’s Shadow technology provides flexible, industry standard interfaces to enable highly secure and scalable mainframe integration, thereby enabling organizations to reduce their total costs of ownership and risk associated with mainframe integration.

 

NEON initially developed its mainframe integration adapters under the Shadow brand to provide ODBC access to IBM mainframe data and databases.  Since going public in 1999, NEON has continued to develop mainframe integration products while seeking to expand its product offerings through internal development and acquisitions. In the September 2004, NEON brought to market an event-based mainframe integration solutions, now known as Shadow z/Events, which introduced Event-Driven Architectures to mainframe integration customers.  In July 2004, NEON acquired InnerAccess Technologies, Inc. (“InnerAccess”).  Through its acquisition of InnerAccess, NEON gained a mainframe web services product and substantial experience in supporting Computer Associates’ CA-IDMS database access to the mainframe.  After the integration of InnerAccess and release of NEON’s Shadow z/Services product, NEON acquired substantially all of the assets of ClientSoft, Inc. (“ClientSoft”), in December of 2004.  ClientSoft’s ServiceBulder technology was then-recognized by major industry analysts as the leading technology for standards based mainframe web services.  In addition, the acquisition of ClientSoft allowed NEON to add extensive .NET support to NEON’s product and services offering.  See Acquisition Activity.

 

NEON was formed as an Illinois corporation in 1991 and reincorprated in Delaware in 1993.

 

Shadow Technology

 

As a result of the acquisitions of InnerAccess and ClientSoft and our internal development efforts, NEON currently develops, markets and supports a unified mainframe integration platform that supports what we believe is the broadest range of requirements for modern Service-Oriented Architectures and emerging Event-Driven Architectures. NEON’s Shadow z/Direct and z/Connect technology provides flexible, industry standard interfaces to enable highly secure and scalable mainframe integration, thereby allowing organizations to reduce total cost of ownership and risk associated with mainframe integration while streamlining the number of incumbent technologies needed for such integration.

 

NEON’s Shadow technology enables organizations to reclaim the value of mainframe-based services and events, providing secure, scalable, real-time legacy integration across a broad range of data, program and screen environments. Shadow has been designed to support both a Service Oriented Architecture (SOA) and Event Driven Architecture (EDA) for mainframe integration; combined with a strong commitment to integration standards, Shadow can dramatically reduce integration complexity and accelerate composite application development for systems based on J2EE or ..NET. With the flexibility to meet customers’ unique implementation needs, Shadow can be cost-effectively deployed using a variety of licensing models designed to maximize customer value while still providing the significant benefits of a unified platform.

 

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NEON’s Markets

 

Industry Background

 

A critical aspect of all large business operations is the ability to effectively utilize information technology.  Organizations are dependent on a variety of applications, information systems, and technology infrastructures, which are used to run the day-to-day operations of the business. Over time, organizations have made huge investments in these various applications, information systems, and technology infrastructures that have become known as legacy systems. Ever changing business demands along with the constant introduction of new technology create new challenges for these organizations, as they attempt to integrate new solutions in harmony with legacy systems. For many these legacy systems are irreplaceable. The costs and risks involved in the redevelopment of applications, which have been core to business operations over many years, is prohibitive.

 

Many organizational initiatives, such as managing information flow across a supply chain, gaining a deeper understanding of customer buying habits or characteristics, or engaging in more targeted marketing, selling and production depend on the effective delivery of information where it is needed and when it is needed. Organizations today must rapidly integrate existing applications and take advantage of the Internet to deliver new capabilities to suppliers, customers, employees and trading networks to stay competitive.

 

The following critical elements of information technology infrastructure are key considerations for organizations meeting the ongoing challenges of successful business operations in an age of ever increasing technology choices:

 

                  The Internet. The Internet offers a low-cost, global network infrastructure that enables organizations to communicate externally with customers, suppliers and partners and to coordinate internally by extending employee access to key applications and information. Web-based business critical applications typically leverage common Web browser interfaces and offer a means of improving service levels, reducing costs and adding new capabilities.

 

                  Application Platform Suites. Organizations must have the capability to develop and deploy new applications as well as to integrate existing applications to take advantage of the data and business processing in legacy systems. There is an increasing convergence of specific technologies associated with these functions (application development, application run-time execution, business process management, application integration and Web portals) that is manifesting itself in the form of an all-purpose technology platform. This technology platform is generically referred to as an “Application Platform Suite.”  The primary vendors of these platforms are IBM, Microsoft, BEA, Oracle, and Sun with many other vendors participating in various aspects of this platform trend. The ability to provide the critical capabilities of application development, deployment and integration in a single solution suite from these major technology vendors is of significant importance to organizations as they look for complete capabilities from a fewer number of stable solutions providers. The Application Platform Suite appears to be the current basis for the majority of in-house application development by larger organizations and is an emerging standard for development by external packaged application vendors.

 

                  Service Oriented Architecture and Event Driven Architecture. Important industry influencers, including the leading vendors identified in the preceding section, consultants and analysts are heavily promoting the concept of services and events as an important consideration when developing a software infrastructure architectural design. For service-oriented architecture, the design requires that all existing and new business applications be represented on a network as reusable services, optimally according to industry standard Web Services specifications. For event driven architecture, the design requires that key business events be easily captured and published in real-time to subscriber applications on the network, which are explicitly prepared to handle the event. By following these guidelines, progressive organizations should be able to respond to market demands or competitive threats in a more agile manner as a consequence of the underlying enterprise computer systems being architected in a more flexible and adaptable manner.

 

                  IBM Mainframes. Mainframes offer proven reliability, scalability, security and control as well as time-tested applications, often representing millions of dollars of investment for an organization. As a result, many organizations continue to depend on the mainframe to run core business processes, such as inventory management, payroll processing and customer billing and support. Historically, organizations have invested significant amounts in mainframe systems. As a result, a substantial amount of corporate data and

 

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‘systems of record’ reside on mainframe systems, representing a wealth of important corporate information that must be leveraged in the ongoing deployment of new applications.

 

                  Packaged And Client/Server Applications. For many years, the need to deliver new applications has exceeded most organizations’ internal development capacity using traditional development methods. Consequently, organizations have made substantial investments in packaged applications and have built in-house applications using easy to use client/server products. The packaged applications provide specific support for a variety of functions, including Enterprise Resource Planning (ERP), Customer Relationship Management (CRM), Human Resource Management Systems (HRMS), and others. The existing packaged applications and client/server applications continue to provide great value to organizations and are an ongoing consideration in delivering the next generation of applications.

 

NEON Product Advantages

 

NEON’s products provide organizations with the following benefits in deploying new applications that require integration with existing mainframe applications:

 

                  Single Platform. Mainframe integration is a diverse discipline that covers integration with mainframe data, mainframe programs and mainframe terminal based (screen) applications. Furthermore, in response to powerful industry initiatives, it often demands an approach that is both event driven and service oriented. NEON’s core technology ShadowRTE has been designed to deliver support for most mainframe integration paradigms from within a single product architecture and it is part of NEON’s strategy to ultimately provide support for all mainframe integration paradigms across all mainframe environments from within a single product architecture (see below for a detailed discussion on NEON’s overall strategy). This contrasts with historical mainframe integration approaches that carry the extra cost and inefficiency burden of multiple disparate products from multiple vendors.

 

                  Easy To Use And Cost-Effective. NEON’s Shadow products were designed to be easy to use, compatible with a variety of other applications and to provide a rapid return on investment. The Shadow products can typically be installed within one day. As a result of this “out-of-the-box” functionality, customers can rapidly implement and utilize Shadow products in deploying new applications and extending existing applications with minimal training.

 

                  Preservation of Information Technology Investment. NEON’s Shadow products preserve an organization’s investment in mainframe, client/server, and packaged applications while allowing customers to take advantage of the benefits of the Internet with more efficient business integration and new high-value applications. NEON believes mainframe platforms will play a key role in large organizations for the foreseeable future. Using NEON’s Shadow products, organizations can continue to use these reliable, mission-critical applications as new technologies and market opportunities evolve. NEON believes that its Shadow products are unique in the industry in the depth of support provided for the IBM mainframe environment.

 

                  Flexibility. NEON’s Shadow products use industry-standard technologies that allow users to integrate with a variety of data application and program sources. The flexible architecture of the Shadow products allows organizations to maximize the use of existing internal skills and in-house technologies to develop new applications using off-the-shelf tools. These benefits allow organizations to quickly implement a NEON integration solution that can be utilized for a variety of applications.

 

                  High Performance; Scalability. NEON’s Shadow technology utilizes an advanced mainframe server-side architecture for e-enterprise-class, “real time” access to and integration with mainframe systems from packaged applications, application platform suites, the Internet or client/server applications. Although many middleware products provide connectivity to mainframe systems, few provide the rapid response and scalability delivered by the NEON Shadow products, which allow information technology groups to broadly expand the user base of an application without concerns about deteriorating application performance.

 

                  Extensive Management, Monitoring and Control Capabilities. The NEON software products provide a robust capability for management, monitoring and controls that support all phases of the application lifecycle. The NEON Shadow products’ end-to-end diagnostics provide rapid resolution of development problems, resulting in faster delivery of applications.

 

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The NEON Strategy

 

NEON’s vision is to emerge as the dominant independent software vendor in the market for mainframe integration software and services. The following are key elements of NEON’s execution strategy in support of this vision:

 

                  Focus Development, Acquisition and Marketing Efforts on a Unified Platform for Mainframe Integration. The market for mainframe integration software is highly fragmented. According to industry analysts, over 20 companies sell some form of mainframe integration technology on a point solution basis. NEON believes that an opportunity exists for an independent software vendor to take a dominant leadership position in the mainframe integration market by taking a holistic approach to the problem. NEON feels that end users can accrue significant benefits by streamlining the number of vendors and technologies required to perform any given set of related functions, as long as point functionality for any discrete feature is not materially sacrificed. By building or buying its way into those mainframe integration features not currently covered by the Shadow product set, NEON seeks to emerge as the preeminent mainframe integration software vendor with the ability to support the most complex range of mainframe integration requirements. In addition, NEON also evaluates acquisition targets which are likely to grow its customer base with customers suitable for the cross-sell of NEON’s existing products. In the past 12 months NEON has executed on this strategy through the acquisition of InnerAccess in July of 2004 and ClientSoft in December of 2004. Both organizations were considered by the leading industry analysts as pioneers and technology leaders in the “web services from mainframes” niche of the mainframe integration market. In addition InnerAccess had a significant skills base in the CA-Advantage IDMS (IDMS) application and database environment. In conjunction with Adabas (already support by NEON) IDMS is the most prevalent ISV mainframe legacy database environment. ClientSoft brought considerable skills in the Microsoft ..NET arena, including a strong field partnership. With these acquisitions NEON significantly extended its product line and support for mainframe integration.

 

                  Maintain and Enhance Technological Leadership. NEON believes that it is a technology leader in providing integration solutions for the IBM mainframe platform. The foundation of its technological leadership is the product architecture and rapidly extensible code base that underpins the Shadow product technology. Shadow technology significantly reduces the complexity of integrating modern distributed application environments with mainframe data, programs and screens.  Shadow’s unified architecture not only delivers significant operational efficiencies, cost benefits, and feature advantages over competing products, but also provides the building blocks for the delivery of new products by NEON. NEON intends to continue to maintain and enhance its technological leadership by leveraging its proven architecture to rapidly develop and release new products. This will include incorporating important elements from the recently acquired technology into the Shadow codebase.

 

                  Capitalize on Market Demand for eBusiness Applications and Environments. Few of the vendors of application server environments; eBusiness applications; Enterprise Application Integration software; Enterprise Service Buses; Business Process Management systems; Business Intelligence platforms and other popular enterprise products have in-house mainframe expertise or have developed mainframe integration solutions despite the fact that many Fortune 500 customers process large e-commerce transactions through their mainframe systems. For the true value of the new offerings from these non-mainframe vendors to be realized, NEON believes that such vendors and their large customers must somehow integrate their systems with the huge transactions flowing through their customers’ mainframe systems.  NEON intends to align its marketing messages, with some of the products and initiatives from these key vendors, to capitalize on any customer identified value in integrating mainframes with the above-mentioned products and initiatives.

 

                  Leverage Installed Base of Customers. With the acquisitions of InnerAccess and ClientSoft, NEON’s maintenance paying customer base is currently in excess of 500 organizations. NEON’s customers span major industries, including energy, manufacturing, financial services, government and retail. To date, the majority of these customers use NEON’s Shadow products in specific departments, divisions or locations. NEON believes it can penetrate more deeply into existing customer sites with opportunities for cross-sell and up-sell of enhanced features. In addition, NEON believes there is a large opportunity to sell organization-wide licenses to its installed customer base.

 

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                  Leverage Partner Relationships. NEON has a growing number of partner relationships that provide referral and other lead generation opportunities. In addition, several partners have licensed and embedded NEON technology into their products pursuant to OEM/Reseller agreements. NEON believes that there are revenue growth opportunities in working with partners to establish alternate sales channels for its products.

 

Sales Strategy

 

NEON generates revenue through direct sales and indirect sales channels and through Professional Services.

 

Direct Sales Channel.

 

NEON’s primary sales focus is its direct sales channel.  The direct sales force for North America is geographically dispersed, and generates the majority of NEON’s revenues. NEON’s international sales office is located in the United Kingdom. The United Kingdom office is responsible for sales and support throughout the Europe, Middle East and Africa (EMEA) region.  Revenues recognized from sales to customers outside North America, primarily in Europe, represented approximately 29%, 33% and 27% in fiscal 2005, 2004 and 2003, respectively.

 

Indirect Sales Channel.

 

NEON utilizes indirect sales channels, emphasizing International Distributorship, OEM/Reseller Relationships and Marketing/Referral Relationships with key partners.

 

                  International Distributorships. NEON has established indirect distribution channels through independent distributors in Europe, Africa, Latin America and Asia Pacific. NEON’s distributors typically perform marketing, sales and technical support functions in their assigned country or region. They may distribute directly to the customer, via other resellers or through a combination of both channels. NEON continuously trains its international distributors in both product capabilities and sales methodologies.

 

                  Original Equipment Manufacturer OEM/Reseller Relationships. NEON has OEM/Reseller relationships with a number of companies.  These companies market or embed the Shadow products in their products to provide access to mainframe-based enterprise data and applications from their respective applications. Large-scale Systems Integrators can also resell the products in value-added solutions to the end-user.

 

                  Marketing/Referral Relationships. NEON has developed marketing and referral relationships with a number of companies.  These companies generate leads to NEON in return for a referral fee, which is generally based upon the value of the respective sale.  These Marketing/Referral Partners also engage in joint marketing opportunities with NEON.

 

NEON’s marketing activities support revenue generation and sales enablement for both the direct and indirect sales channel, as well as enhancing NEON’s corporate reputation.  Marketing activities include lead generation, integrated marketing communications, public relations, industry analyst relations, investor relations, trade shows/events and web-based seminars and advertising.

 

Professional Services.

 

NEON’s Professional Services supports new and existing customers with strategic consulting, implementation services, systems configuration and product training. In fiscal 2005, NEON increased its commitment to Professional Services as a result of the ClientSoft acquisition. We believe Professional Services, if well executed, can add a new revenue stream to NEON’s business as well as drive incremental product sales.

 

Customers

 

NEON’s customer base spans major industries, including energy, manufacturing, financial services, government and retail.  NEON provides its products to customers under non-exclusive, non-transferable licenses. Under NEON’s current standard license agreement, licensed software may be used solely for the customer’s internal operations, and NEON does not sell or transfer title to its products to its customers.  During fiscal 2005, 2004 and 2003, NEON did not have any customers that individually accounted for 10% or more of total revenue.

 

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Customer Support

 

Customer support personnel provide pre-sales, installation and post-sale technical support by telephone, email, facsimile, and through NEON’s Internet site. Customer support is available on a 24x7 basis.

 

Product Development

 

NEON’s research and development efforts are focused on continuing to deliver new capabilities that allow our customers to extend their usage of our products, developing support for new releases of software on which our products are dependent and providing maintenance for resolution of problems which may be encountered when using our software. All such development effort is funded by NEON. NEON incorporates the recommendations of existing and potential customers when developing its products and believes that continued dialogue with customers is an important element in developing enhancements to existing products and in the development of new products.

 

NEON has in the past dedicated, and expects in the future to dedicate a significant amount of resources to developing new and enhanced products. NEON continues to follow a plan of continuous product improvement and enhancement. At any point in time a number of product development initiatives will be underway. We believe these development efforts will increase Shadow’s technical leadership in the integration market.

 

Competition

 

NEON competes in markets that are intensely competitive and has evolving standards. NEON has experienced, and expects to continue to experience, increased competition from current and potential competitors, many of whom have greater name recognition, a larger installed customer base and significantly greater financial, technical, marketing and other resources than NEON.

 

NEON’s Shadow mainframe integration products compete principally with products from vendors such as IBM, Software AG, Jacada Seagull, Attunity and Attachmate/WRQ.    Other competitive factors include:

 

                  Business applications vendors who may internally develop, or attain through acquisitions and partnerships,  mainframe integration solutions

 

                  Internal development efforts by corporate information technology departments

 

                  New entrants to the mainframe integration markets

 

NEON’s competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than NEON. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share, any of which could materially adversely affect NEON’s business, operating results and financial condition.

 

Proprietary Rights

 

NEON relies primarily on a combination of copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions to protect its proprietary rights. NEON licenses its products pursuant to software license agreements, which include acknowledgments and agreements by the licensee that are intended to establish and protect NEON’s proprietary rights and confidential information. NEON believes, however, that these measures afford only limited protection. Despite NEON’s efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of NEON’s products or to obtain and use information that NEON regards as proprietary. Policing unauthorized use of NEON’s products is difficult and NEON is unable to determine the extent to which piracy of its software products exists. In addition, the laws of some foreign countries do not protect NEON’s proprietary rights as fully as do the laws of the United States. There can be no assurance that NEON’s means of protecting its proprietary rights will be adequate or that competition will not independently develop similar or superior technology.

 

NEON is not aware that it is infringing any proprietary rights of third parties. There can be no assurance, however, that third parties will not claim infringement by NEON of their intellectual property rights. NEON expects that software product developers will increasingly be subject to infringement claims as the number of products and competitors in NEON’s industry segment grows and the functionality of products in different industry segments

 

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overlaps. In addition, NEON has licensed or acquired third-party technology, which may be incorporated in or with the NEON technology for which NEON relies on the representations and warranties of the companies or individuals from whom such technology was acquired that such technology does not infringe any proprietary rights of third parties.  Generally, the agreements whereby NEON acquired such third-party technology provide that in the event any infringement is claimed against NEON, such third-party vendor will indemnify NEON for any damages incurred in the course of defending any such claims. Any such infringement claims, with or without merit, could be time-consuming to defend, result in costly litigation, divert management’s attention and resources, cause product shipment delays or require NEON to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to NEON, if at all. In the event of a successful claim of product infringement against NEON and failure or inability of NEON to either license the infringed or similar technology or develop alternative technology on a timely basis, NEON’s business, operating results and financial condition could be materially adversely affected.

 

Human Resources

 

As of March 31, 2005, NEON and its subsidiaries employed 88 persons, including 34 in sales, marketing and field operations, 36 in research and development and 18 in finance and administration. None of NEON’s employees are represented by a labor union. NEON has experienced no work stoppages and believes its relationship with its employees is good. Competition for qualified personnel in NEON’s industry is intense.

 

EXECUTIVE OFFICERS OF NEON

 

Our executive officers, their ages as of June 15, 2005, and certain additional information about them are as follows:

 

Name

 

Age

 

Position

Mark J. Cresswell

 

40

 

President and Chief Executive Officer

Brian D. Helman

 

35

 

Chief Financial Officer and Secretary

Chris Garner

 

49

 

Senior Vice President of Research & Development

Jerry Paladino

 

50

 

Senior Vice President of Worldwide Sales

Shelby R. Fike

 

46

 

Senior Vice President and General Counsel

Robert Evelyn

 

46

 

Senior Vice President of Strategy and Solutions

 

Mark Cresswell, age 40, NEON’s President and Chief Operating Officer since March 2003, joined NEON Systems in October 2001 as Vice President and General Manager of the Shadow group.  Effective, June 15, 2004, NEON’s board of directors promoted Cresswell to Chief Executive Officer.  Mr. Cresswell joined NEON from Framesoft, an investment banking software company based in Switzerland. Prior to Framesoft, Cresswell joined NEON Systems in 1995 serving as Managing Director of the United Kingdom (UK) and Benelux operations. As one of NEON Systems’ first international employees, Cresswell was in charge of managing the UK operations for NEON for 5 years. Prior to joining NEON, Mr. Cresswell has held various senior positions with several high-tech organizations.  Mr. Cresswell is qualified in Pure and Applied Mathematics from Westcliff College in England.

 

Brian Helman, age 35, joined NEON Systems in May 2002 as vice president of finance and became NEON’s Chief Financial Officer in June of 2002. Prior to joining NEON Systems, Mr. Helman served as vice president of finance and business planning for NetSpeak Corporation, a publicly held global provider of telecommunications software. Prior to joining Netspeak Corporation in 1996, Mr. Helman worked in the audit practice of Deloitte & Touche, LLP. Mr. Helman is a certified public accountant and holds a bachelor of science degree in finance from the University of Florida.

 

Chris Garner, age 49, was promoted to Senior Vice President of Research and Development in December 2004.  Mr. Garner joined NEON Systems in July 2002 as a Director of Development, and served as NEON’s Vice President of Research and Development since February 2003. Prior to NEON Mr. Garner served as the Vice President of Research and Development at Altra Energy Technologies/Caminus Corporation, an energy trading and management software company based in Houston and New York. Prior to Altra, Mr. Garner was with BMC Software as the Director of Development in the Patrol division. Mr. Garner has held various senior positions with several high-tech organizations in both R&D and Product Management roles.

 

Jerry Paladino, age 50, was promoted to Senior Vice President of Worldwide Sales in January 2005.  Mr. Paladino joined NEON Systems as Vice President of Sales in 2003 and was promoted to Senior Vice President of

 

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