JobNumber: Sample Corporation, Inc. Wed Nov 16 13:27: Cycle: 2

Transcription

1 JobNumber: Wed Nov 16 13:27: Cycle: 2 <SUBMISSION> <TYPE> <FILER> <CIK> <CCC> xxxxxxx </FILER> <PERIOD> 11/01/2005 <SROS> NYSE <SUBMISSION-CONTACT> <NAME> EDGAR Advantage Service Team <PHONE> (800) </SUBMISSION-CONTACT>

2 JobNumber: Wed Nov 16 13:27: Cycle: 2 DOC 1 <Name> <Description> Annual Report pursuant to section 13 and 15(d) DOC 2 <Name> EX-99.1 <Description> Exhibit 99

3 Merrill Corporation Wed Nov 16 13:27: (V 1.6jms) stagenfs01:\train-proof_holder\delivery_23496\ be.pdf EDGAR :Redline:On Chksum: 0 Cycle 2.0 Doc 1 Header DOC 1 Header

4 Merrill Corporation Wed Nov 16 13:19: (V 2.014w) jgronse c:\fc\ _d10031_43947\ be_r.pdf EDGAR :Redline:On Chksum: Cycle 2.0 Doc 1 Page 1 (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C Form ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended September 30, 2005 OR 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: (Exact name of registrant as specified in its charter) Any State (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Street Address, City, State (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (000) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share Indicate by check mark whether the registrant 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), YES NO 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 the registrant s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form. As of Any Date, 2000, the aggregate market value of voting stock held by non-affiliates of the Registrant was $0. The number of shares of the Registrant s common stock outstanding as of September 30, 2005 was 15,000. Documents incorporated by reference: portions of the Registrant s proxy statement for its 2000 annual meeting of shareholders are incorporated by reference. See Sample Corporation Proxy Statement.

5 Merrill Corporation Wed Nov 16 12:43: (V 2.014w) jgronse c:\fc\ _d10031_43945\ bg.pdf TABLE OF CONTENTS EDGAR :Redline:OFF Chksum: Cycle 2.0 Doc 1 Page 2 Page Aggregated Option Exercises in Last Fiscal Year andfy-end Option Values 3 Notes tofinancial Statements 4 Pro Forma Condensed Consolidated Statement of Operations 6 Signatures 7 2

6 Merrill Corporation Wed Nov 16 13:20: (V 2.014w) jgronse c:\fc\ _d10031_43947\ de_r.pdf Performance Graph Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values EDGAR :Redline:On The following table summarizes information with respect to options held by the executive officers named in the Summary Compensation Table and the value of the options held by such persons as of the end of the last fiscal year. Value of Unexercised Shares Number of Unexercised In-The Money Options at Acquired on Value Options at FY-End (#) FY-End ($) Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable Paul Donald 35, , ,800 David E. Kelly Michael A. Smith 17,925 34, ,160 Peter P. Jones 19,675 37, ,160 Michael J. Paulson 27,175 30, ,160 Roger D. Rabbit 27,300 37, ,160 The following performance graph compares cumulative total shareholder returns on the Company s common stock over the last five fiscal years, ended April 30, 2000, with The Nasdaq Stock Market (U.S. Companies) Index and the Nasdaq Non-Financial Stock Index, assuming an initial investment of $100 at the beginning of the period and the reinvestment of all dividends. COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS* PERFORMANCE GRAPH FOR SAMPLE CORPORATION, INC. Prepared by the Practice Team Chksum: Cycle 2.0 Doc 1 Page 3 * 100 INVESTED ON 4/30/95 IN STOCK OR INDEX INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING APRIL 30. 3

7 Merrill Corporation Wed Nov 16 13:26: (V 2.014w) jgronse c:\fc\ _d10031_43947\ df_r.pdf Notes to Financial Statements EDGAR :Redline:On Chksum: Cycle 2.0 Doc 1 Page 4 (1) The Company (the Company) was incorporated on September 30, 2005 The Company provides Internet performance measurement and diagnostic services that enable e-commerce companies to measure, assure and improve the quality of service of their web sites. See Company Services. (2) Summary of Significant Accounting Policies (a) Revenue Recognition Subscription services revenue consists of fees from subscriptions to the Company s Internet measurement and diagnostic services. Subscription revenues are deferred upon the customer s invoicing and are recognized ratably over the service period.* (b) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. By Order of the Board of Directors (3) Property and Equipment Jane Doe A summary of property and equipment consisted of the following (in thousands): September 30, Computer equipment and software $ 0,000 $ 0,000 Furniture and fixtures Leasehold improvements ,000 0,000 Less accumulated depreciation and amortization (0,000 ) (000 ) $ 0,000 $ 0,000 * The service period generally ranges from one to twelve months. 4

8 Merrill Corporation Wed Nov 16 13:26: (V 2.014w) jgronse c:\fc\ _d10031_43947\ df_r.pdf Notes to Financial Statements (Continued) EDGAR :Redline:On Chksum: Cycle 2.0 Doc 1 Page 5 (4) Notes Payable Notes payable comprised the following (in thousands): September 30, Equipment notes at an annual interest rate of between 0.0% and 0.0% payable in monthly installments, aggregating approximately $000,000 monthly through September 30, 2008 $ 0,000 $ 000 Promissory note at an annual interest rate of 0.00% payable in Any Date 000 Discount (00 ) (00 ) 0, Less current portion 0, $ 0,000 $ 000 As of September 30, 2000, the aggregate maturities of notes payable for the years ending September 30, 2000, 2001 and 2002 are as follows: $1,189,000, $1,661,000 and $989,000, respectively. The Company has granted a security interest in a portion of its assets to secure the equipment and promissory notes. In connection with certain of the equipment notes, the Company issued warrants for the purchase of 145,454 shares of common stock at $0.55 per share and warrants for the purchase of 376,238 shares of common stock at $0.65 and $0.90 per share. Of the 145,454 warrants issued, 72,727 expire today. Customers We sell our Service 1 services to our customers on a subscription basis. As of Any Date, we provided service to over 85 companies including the following companies, which are rated top 500 web sites: Online Retailers GHI Company KLM Company NOP Company QRS Company TUV Company WXY Company ZZZ Company GHI Company KLM Company NOP Company QRS Company Bullseye Company TUV Company WXY Company ZZZ Company GHI Company KLM Company NOP Company QRS Company TUV Company WXY Company ZZZ Company Computer Products and Services GHI Company KLM Company NOP Company QRS Company TUV Company WXY Company ZZZ Company Sugar Company GHI Company KLM Company NOP Company QRS Company TUV Company WXY Company ZZZ Company Content Site GHI Company KLM Company NOP Company QRS Company TUV Company WXY Company ZZZ Company Our customers typically enter into an initial three-month subscription agreement to purchase our services and then may choose to renew these services on a monthly basis after the initial term.

9 Merrill Corporation Wed Nov 16 13:26: (V 2.014w) jgronse c:\fc\ _d10031_43947\ df_r.pdf EDGAR :Redline:On Chksum: Cycle 2.0 Doc 1 Page 6 5

10 Merrill Corporation Wed Nov 16 12:44: (V 2.014w) jgronse c:\fc\ _d10031_43945\ dg.pdf PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 (UNAUDITED) Company A Line of Business of Sample Corporation Any Date through Any Date, 2000 (Historical) (Amounts in thousands, except per share data) Company A Any Date through Any Date, 2000 (Historical) Predecessor Line of Business of Company B Any Date through Any Date, 1998 (Historical) Company A, Foreign Any Date, 1998 through Any Date, 1998 (Historical) EDGAR :Redline:OFF Chksum: Cycle 2.0 Company A Line of Business of Sample Corporation Any Date through Any Date, 2000 (Historical) Doc 1 Page 7 Company A Line of Business of Sample Corporation Any Date through Any Date, 2000 (Historical) Pro Forma Pro Forma Adjustments Consolidated Revenues $ 000 $ 0, $ 00 $ 0,000 $ 000 $ Cost of revenues 00 0, , Gross profit , Operating expenses: Sales and marketing General and administrative Technology enhancements Stock-based compensation Amortization of intangibles and acquired software (0) 000 Total operating expenses 000 0, , Income (loss) from operations 00 (000 ) 00 (00 ) (000 ) (000 ) Equity in losses of Company A Foreign (0 ) 0 (0) Interest income, net 0 0 Income (loss) before provision for income taxes and minority interest 00 (000 ) 00 (00 ) (000 ) (000 ) Provision for income taxes Net income (loss) before minority interest 00 (000 ) 00 (00 ) (000 ) (000 ) Minority interest in Company A Foreign 0 (0) 0 Net income (loss) $ 00 $ (000) 00 $ (00) $ (000) $ (000) $ 00 $ 00 See the accompanying notes to unaudited Pro Forma Condensed Consolidated Financial Statements 6

11 Merrill Corporation Wed Nov 16 12:45: (V 2.014w) jgronse c:\fc\ _d10031_43945\ jc.pdf SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the Report has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of City, State of State, on this any day of Month, Sample Company EDGAR :Redline:OFF Chksum: Cycle 2.0 Doc 1 Page 8 By: JANE DOE Jane Doe Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act, this Annual Report on Form has been signed by the following persons on behalf of the Registrant in the capacities and on the date indicated. Name Principal Executive Officer: Title Date NAME 1 Chairman of the Board, Chief Any Date, 2000 Name 1 Executive Officer and Director Principal Financial Officer and Principal Accounting Officer: NAME 2 Vice President of Finance and Any Date, 2000 Name 2 Chief Financial Officer Additional Directors: NAME 3 Name 3 Director Any Date, 2000 NAME 4 Name 4 Director Any Date NAME 5 Director Any Date Name 5 NAME 6 Name 6 Director Any Date 7

12 Merrill Corporation Wed Nov 16 12:44: (V 2.014w) EX-99.1 jgronse c:\fc\ _d10031_43945\ ka.pdf EDGAR :Redline:OFF Chksum: 0 Cycle 2.0 Doc 2 Header DOC 2 Header

13 Merrill Corporation Wed Nov 16 12:44: (V 2.014w) EX-99.1 jgronse c:\fc\ _d10031_43945\ ka.pdf Company Services Our services enable customers to measure, assure and improve their e-commerce quality of service from multiple locations around the world. These services are summarized in the following table: Service Offerings Features Price Company Service 1. Targets e- commerce web sites with national or worldwide reach as well as heavy traffic volumes.* Company Service 2. Targets regionally-oriented web sites and web sites with lower traffic levels. Professional Services measures performance and availability of web page downloads measures transaction execution time measurements taken from multiple locations around the world measurements taken around the clock at each location at customer-specified intervals of 3 minutes to 4 hours can measure and compare performance and availability of any publicly accessible web pages on the Internet measures performance and availability of web page downloads measurements taken from one or two locations in the United States selected by the customer measurements taken around the clock at intervals of 10 minutes or 1 hour Service 3 to compare web-site performance and availability against multiple competitive web-sites Service 4 to make specific recommendations to improve quality of service custom consulting engagements EDGAR :Redline:OFF From $0 per month per URL measured, with higher prices depending on frequency and geographic coverage of measurements $0 per year per URL measured Chksum: Cycle 2.0 From $0 per engagement, depending on size and complexity Doc 2 Page 1 Exhibit 99.1 * Company Service 1 is sold on a monthly subscription basis and Keynote Lifeline is sold only on an annual subscription basis.