Wireless Data Acquisition

Wireless Data Solutions Inc. Tuesday announced that the company has signed a letter of intent and has entered into negotiations to acquire B Squared Software Inc. of Huntington Beach, Calif.

B Squared Software Inc. designs, implements and maintains information systems for industrial automation and test and measurement markets. B Squared’s information systems create “virtual instruments” capable of conducting data collection, data distribution or process control effectively reducing operating costs and improve product quality.

Mike McLaughlin, Wireless Data’s president and CEO, commented: “We are very excited about the potential of B Squared Software Inc. They have an excellent management team, outstanding technical expertise and although a relatively young company, they are already profitable with projections of over $4 million for fiscal year 1998. Some of their clients include impressive names such as Warner Bros., Texaco, RCA, AirTouch Cellular, Beckman Instruments and Rockwell International. After our meetings this past week we feel that the hardware capabilities of Wireless Data Solutions, and the software capabilities of B Squared combined, could potentially double our current revenue projections beginning fiscal 1998 and beyond.”

Wireless Data Solutions Inc. designs and markets digital communications equipment and software systems for vehicle fleet management through its wholly owned subsidiary Dinet. Its hardware products are known as mobile data terminals called Data Mates; these units send and receive real-time information to and from a base station. Options include Automatic Vehicle Location (AVL) using GPS technology with the company’s mapping software, Cellular Digital Packet Data (CDPD), onsite Credit Card readers and others.

Visit their web site @ [www.virtualir.com/solu][1].

Statements in this press release about the company’s negotiations are “forward-looking statements” within the meaning of Sections 27A and 21E of the Securities Act of 1933 and 1934. The company intends that such “forward-looking statements” be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties, such as the outcome of negotiations and revenue projections, the results could differ materially from those expected.

[1]: http://www.virtualir.com/solu


New DataCard Development Center

DataCard Corporation announced today that it has opened a software development center in Bangalore, India. The new center will be funded and operated as a joint venture with SaveSmart, a California-based Internet services company.

Glenn Highland, DataCard’s president and CEO, said the new center will allow both companies to introduce a steady flow of new products and achieve aggressive financial goals.

“We currently develop software in Minneapolis, Toronto, Tokyo and several cities in Europe. While those resources are considerable, worldwide demand for DataCard products would exceed our capacity before too long,” Highland said. “The new software development center in Bangalore will provide us with the additional horsepower we need to achieve our goals.”

DataCard and SaveSmart plan to start with a team of twelve software developers in the new center, then gradually grow the staff on a project-by-project basis to over 50 developers within three years.

“After exploring several locations around the world, we chose India because it offers a wealth of software development talent,” Highland said. “India also offers many geographic advantages. It allows us to be closer to customers in the Pacific Rim and China_two areas where we expect tremendous growth over the next several years.”

Jim Moar, executive vice president and chief operating officer for DataCard, said the opening of the Bangalore site reflects a change in the company’s business and its products.

“Just a few years ago, the world viewed us as the leading manufacturer of card personalization equipment,” Moar said. “Now, our customers look to us for intelligent, fully integrated card issuance solutions.”

“Financial institutions, government agencies, corporations, colleges, universities and hospitals use our solutions to intelligently and securely manage their business,” Moar added. “The software development expertise we’re adding in India will allow us to keep up with a growing worldwide demand for those solutions.”

Ashok Narasimhan, SaveSmart CEO and former CEO of India-based Infotek stated, “India has a high concentration of some of the world’s most talented software developers. We will do everything possible to attract this rich pool of talent to our start-up organization.”

Narasimhan added, “The new joint center will focus on both Internet point of purchase technologies, two areas universally expected to sustain significant growth for a very long time to come.”

DataCard Corporation, a privately held company based in Minneapolis, Minn., is a world leader in innovative plastic card solutions. The company offers a spectrum of card-related products and services, including digital photo ID systems, badging services, card personalization systems, systems integration services and transaction terminals. ([www.datacard.com][1])

[1]: http://www.datacard.com


Granite Foundation OFX Capable

Destiny Software announced today that it has demonstrated OFX functionality in its flagship middleware product, Granite Foundation. OFX enables financial institutions to offer online functionality through remote banking software such as Home Financial Network’s (HFN) Internet ATM, Quicken ’98 and Microsoft Money ’98.

Destiny has successfully connected Granite Foundation to Internet ATM using OFX for the secure exchange of credit card information, such as transaction histories and detailed statement information. Destiny will demonstrate its OFX capability at BAI’s Retail Delivery ’97 Conference in New Orleans, Louisiana on December 2-4.

Destiny’s Granite OFX Channel facilitates the connection between Destiny’s middleware and OFX-enabled remote banking software. “OFX gives financial institutions yet another powerful channel for offering their consumers online access,” commented Lucinda Duncalfe, President and CEO of Destiny Software. “Destiny’s goal is to give financial institutions total control over their online systems with channel independence. Our Granite OFX Channel is another big step down this path.”

Granite Foundation is a platform for creating financial services transaction systems for the Internet, America Online, OFX and voice response units. Financial institutions can deploy a completely customized solution with Granite Foundation in the same time it takes to implement a packaged, “off- the-shelf” solution.

Destiny Software was founded in 1994 to provide online transaction solutions for large financial institutions. Destiny enables financial institutions to solve complex business problems through the use of advanced object oriented technology. Destiny’s clients include Bank of America, First USA, GE Capital, Advanta and The Vanguard Group. The company’s web site is located at .


Holiday Phone Card Tips

Along with the arrival of the holiday season comes an increase in the number of scam artists whose rip-offs have ruined the holidays for many unsuspecting people.

To help consumers protect themselves against phone fraud and other deceptions that people are especially vulnerable to at this time of the year, AT&T has identified certain scams that are common during the holidays. These tips will help consumers protect themselves from becoming victims of fraud.

Consumer travel increases heavily during the holidays. Many people don’t realize that this is a prime time for thieves to steal calling card numbers from those making phone calls from a pay phone. When calling from a public phone at the airport, train station or bus terminal:

— Protect your calling card number by blocking the telephone keypad with your body as you dial the number.

— Whenever one is available, use a card reader phone that automatically reads the billing information on your calling card, so you don’t have to say the number aloud. If you must read your card number to an operator, speak softly or cup your hand around the mouthpiece.

— Find out if your calling card provider offers safeguards such as numbers that are easily memorized so that the card itself doesn’t have to be taken out to be used.

— AT&T Calling Card customers can restrict their card’s ability to dial international calls – the favorite use of stolen cards by calling-card thieves.

— Report a stolen calling card or suspicion of fraud to your long-distance company immediately. The company will cancel the calling-card number and issue a new card to you. AT&T Calling Card customers should call 1-800-CALL-ATT.

Scam artists are especially active this time of year. And, while the popular belief is that older people are the most frequent targets of scam artists, in actuality, people of all ages, income and education levels and lifestyles can be taken in. All consumers should be wary of a call from someone who:

— Guarantees a credit card with a high credit limit just in time for holiday shopping but wants an up-front payment.

— Claims to represent a charity you’re not familiar with.

— Says you need to buy something or pay a fee to win a prize.

— Asks for your credit card, calling card, bank account or social security number.

— Uses a company name that is intended to sound like a government agency or a well-known company.

— Pressures you to act on the offer the same day.

— Acts as if he or she has done business with you before.

— Is unwilling to send you written information on the offer or give you references.

— Claims you’ve won a prize and you haven’t entered a contest.

The best defense against all kinds of fraud is an educated consumer. If people understand how scams work they’re less likely to become a victim.

To report a fraudulent or suspicious telemarketing call consumers can contact the National Fraud Information Center at 1-800-876-7060.


First Union – Corestates

First Union will become the nation’s 14th largest bank credit card issuer with its acquisition of Corestates Financial. Late yesterday First Union agreed to buy Corestates for $16.1 billion in stock, to become the largest banking deal in U.S. history. Coupled with its acquisition of Signet, which is expected to close by the end of November, First Union will add $1.9 billion in credit card receivables to its current portfolio of $6.2 billion. First Union will move from 16th place to 14th place, passing Providian and Wells Fargo, according to Bankcard Barometer. At the end of the third quarter First Union held $6,200,680,373 in receivables, $4,305,310,518 in year-to-date volume, 3,999,537 gross accounts, 2,175,726 active accounts and 5,599,352 cards-in-force according to Bankcard Update.


SETCo Formed

VISA, MasterCard, American Express and JCB agreed Tuesday in principle to form an entity to manage the SET specifications, handle software compliance testing and address other issues pertaining to the adoption of SET as a global payment standard. Tentatively named ‘SETCo’, the entity will initially focus on the creation, management and maintenance of an Industry Root Key Certificate Authority and the awarding of ‘SET-compliant’ marks to software fully compliant with the SET 1.0 protocol.


Signature Improves MW Margins

The Signature Group’s third quarter revenues of $214 million was a significant factor in raising Montgomery Ward’s gross margin rate by six points. MW also indicated that while reduced credit card mailers and letters impacted revenues somewhat its direct response marketing unit realized a 12% third quarter revenue boost to offset the impact. MW is currently in a workout following its decision to seek bankruptcy protection.



American Express Corporate cardholders will now receive more detailed purchasing information following yesterday’s decision to implement a program to capture Level III transactions. Global Payment Systems’ ‘Purchasing PC Level III’ will enable suppliers to gather information on sales tax, supplier and cardholder reference numbers, or specific order information for American Express transactions and send the information, via the GPS network, back to AmEx corporate cardholders. Detailed information may also include weights, colors, sizes, model numbers, item descriptions and unit quantities.


Alliance Data Expands Fleet Card

Alliance Data Systems has acquired Financial Automation Limited (FAL), an Auckland, New Zealand-based software company.

Alliance Data is one of the nation’s largest providers of network, payment system and database services to some of the most prestigious petroleum and retail clients in the marketplace. The FAL acquisition enhances Alliance Data’s full-service petroleum processing capabilities.

Mike Beltz, Alliance Data Systems’ Petroleum and Network Services president commented, “This acquisition expands Alliance Data’s current offerings to the petroleum industry with an extensive fleet services program and enhances our position as a premier full-service provider to that industry. We are excited about the future and will continue to leverage our experience and resources to meet our clients’ needs.”

Colin Carran, FAL’s principal owner and managing director said, “We are pleased to have reached this agreement with Alliance Data Systems. Our International Fleet Card System meets or exceeds the requirements of the marketplace and will offer a competitive advantage to Alliance Data’s superb client base.”

Currently employing more than 5,500 associates at 12 locations nationwide, Alliance Data Systems offers private label processing, network services, database marketing services, merchant banking, and credit card marketing to clients in the petroleum, retail and direct-to-home satellite programming industries. Alliance Data Systems’ 12 facilities are located in Colorado, Kansas, New Jersey, Ohio and Texas.

FAL was founded in 1987, providing advanced software solutions to the retail, banking and petroleum markets. The company, which has grown to 30 employees, will continue its New Zealand operations while establishing a Dallas-based industry specialist support group for Alliance Data Systems’ customers.


Pegasystems Adjusts Earnings

Pegasystems Inc. today reported the release of its financial results for the third quarter of 1997 which ended on September 30, 1997, and also restated results for its second quarter, which ended on June 30, 1997, based on an unanticipated issue raised by its auditors which shifted some income to future quarters.

The second quarter’s restatement and the third quarter’s earnings were impacted by the accounting for a specific set of contracts signed with First Data Resources (FDR) in the second quarter. Prior to signing, Pegasystems discussed prospective accounting structure and treatment of those contracts with the company’s auditors, and concluded its negotiations following their advice. In late October, Pegasystems management was surprised by a revised assessment by its auditors. Faced with this reversal, further accounting advice was engaged to assist in the analysis of those contracts, and the company has begun a selection process for a successor accounting firm.

FDR became a Pegasystems customer and relicensor in the second quarter of 1997, and Pegasystems believes the relationship is progressing excellently with substantial successes to date. Pegasystems’ overall market and financial expectations from the FDR relationship have not changed. The revised accounting treatment shifts $5 million recognized in the second quarter of 1997 out into future quarters. Based on this accounting treatment, the Company expects approximately $750,000 of incremental revenue per quarter for the 21 quarters starting in the fourth quarter of 1997.

Alan Trefler, Pegasystems’ President said, “We continue to be very pleased with the success of our products in the marketplace, both in our traditional financial service applications and in the additional vertical markets that we have targeted. I am pleased to announce that Pegasystems now has 11 global offices, with our recent opening of offices in Atlanta and Charlotte. We have also implemented a new program to recruit and train Certified Solutions Providers from other respected organizations to further leverage our staff and products. We believe that the prospects for our business are very strong, and our expectations for the future are unaffected by the revenue timing issue we experienced in Q2 and Q3.”

The Company’s loss for the third quarter was $2.2 million (or 8 cents per share), a decrease of 203.3% over the $2.2 million (or 8 cents per share) earned during the same period in 1996. Revenues for the third quarter were $7.0 million, a 26.7% decrease as compared to $9.6 million for the third quarter of 1996.

The Company’s loss for the nine months ended on September 30, 1997 was $1.3 million (or 5 cents per share), a decrease of 137.6% over the $3.6 million (or 14 cents per share) earned during the same period in 1996. Revenues for the nine month period were $23.5 million, a 12.0% increase as compared to $21.0 million for the comparable period in 1996.

The figures set forth above for periods after December 31, 1996 are unaudited.

About Pegasystems Inc.

Pegasystems develops customer service management software to automate customer interactions across transaction-intensive enterprises. Many of the world’s largest banks, mutual funds, and credit card organizations use the Company’s solutions to integrate, automate, standardize, and manage a broad array of mission-critical customer service activities.

Pegasystems’ headquarters is located in Cambridge, Massachusetts, with regional offices in North America, Europe and Australia. Pegasystems’ telephone number is 617-374-9600, and additional information about Pegasystems can be obtained through the World Wide Web at .

Forward-Looking Statements

Except for the historical information contained in this announcement, the matters discussed in this announcement are “forward-looking statements” (as that term is used in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties detailed from time-to-time in the Company’s filings with the Securities and Exchange Commission (the SEC). In particular, Pegasystems draws the reader’s attention to the “Risk Factors” stated in the Company’s Registration Statement on Form S-1 dated January 22, 1997 and its accompanying Prospectus, the Company’s Annual Report on Form 10-K dated March 31, 1997, as well as to the Company’s periodic and current reports as they are filed with the SEC.

Condensed Consolidated Statements of Income
(in thousands, except per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
Revenue 1996 1997 1996 1997
Software license $6,502 $3,273 $12,896 $13,734
Services 3,064 3,737 8,060 9,742
Total revenue 9,566 7,010 20,956 23,476

Cost of revenue
Cost of software license 118 86 354 106
Cost of services 2,017 2,786 5,006 7,151
Total cost of revenue 2,135 2,872 5,360 7,257
Gross Profit 7,431 4,138 15,596 16,219

Operating expenses
Research and
development 2,361 3,992 5,883 9,418
Selling and marketing 1,614 4,480 3,870 11,070
General and
administrative 541 675 1,329 1,833
Total operating
expenses 4,516 9,147 11,082 22,321
Income from operations 2,915 (5,009) 4,514 (6,102)

License interest income 381 476 1,127 1,271
Other interest income 273 922 296 2,669
Interest expense (16) — (85) —
Income before provision
for income taxes 3,553 (3,611) 5,852 (2,162)
Provision for
income taxes 1,386 (1,372) 2,285 (822)
Net income $2,167 $(2,239) $3,567 $(1,340)

Net income per common
and common equivalent
share $0.08 $(0.08) $0.14 $(0.05)
Weighted average number
of common and common
equivalent shares
outstanding 26,991 29,756 25,952 29,528

Condensed Consolidated Balance Sheets
(in thousands, except share-related amounts)

December 31, September 30,

Cash and cash equivalents $24,201 $54,555
Trade and installment
accounts receivable, net of
allowance for doubtful
accounts of $939 at
December 31, 1996
and $545 at
September 30, 1997 14,582 20,431
Prepaid expenses and
other assets 1,235 4,616
Total current assets 40,018 79,602

Long-term license
installments, net 23,802 27,141
Equipment and improvements,
net 3,035 4,679
Purchased software, net — 9,601
Total assets $66,855 $121,023

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and
accrued expenses $ 2,697 $2,566
Deferred revenue 53 1,291
Deferred income taxes 2,904 814
Total current liabilities 5,654 4,671

Deferred income taxes 8,816 10,085

Stockholders’ Equity:
Preferred stock, $.01 par value,
1,000,000 shares authorized;
no shares issued
and outstanding — —
Common stock, $.01 par value,
45,000,000 shares authorized;
26,392,200 shares and 28,541,000
shares issued and outstanding at
December 31, 1996 and
September 30, 1997,
respectively 264 287
Additional paid-in capital 30,206 82,782
Deferred compensation (73) (59)
Stock warrant — 2,897
Retained earnings 22,022 20,682
Cumulative foreign currency
translation adjustment (34) (322)
Total stockholders’ equity 52,385 106,267
Total liabilities and
stockholders’ equity $66,855 $121,023

Condensed Consolidated Statements of Income
(in thousands, except per share amounts)

Three Months Ended Six Months Ended
June 30, June 30,
1997 1997
Software license $3,874 $3,983 $6,394 $10,462
Services 2,575 3,250 4,996 6,004
Total revenue 6,449 7,233 11,390 16,466

Cost of revenue
Cost of software license 118 10 236 20
Cost of services 1,584 2,346 2,989 4,365
Total cost of revenue 1,702 2,356 3,225 4,385
Gross Profit 4,747 4,877 8,165 12,081

Operating expenses
Research and development1,918 3,015 3,522 5,426
Selling and marketing 1,282 4,081 2,256 6,590
General and
administrative 399 595 788 1,158
Total operating
expenses 3,599 7,691 6,566 13,174
Income from operations 1,148 (2,814) 1,599 (1,093)

License interest income 378 421 746 796
Other interest income 11 998 23 1,747
Interest expense (30) — (69) —
Income before provision
for income taxes 1,507 (1,395) 2,299 1,450
Provision for income taxes 588 (530) 899 551
Net income $919 $ (865) $ 1,400 $ 899

Net income per common and
common equivalent share $0.04 $(0.03) $0.06 $0.03

Weighted average number
of common and common
equivalent shares
outstanding 25,359 29,674 25,432 29,413

Restated Condensed Consolidated Balance Sheets
(in thousands, except share-related amounts)

December 31, June 30,
1996 1997

Current assets:
Cash and cash equivalents $24,201 $72,511
Trade and installment
accounts receivable, net of
allowance for doubtful accounts
of $939 at December 31, 1996
and $671 at June 30, 1997 14,582 17,744
Prepaid expenses and
other assets 1,235 1,620
Total current assets 40,018 91,875

Long-term license
installments, net 23,802 27,604
Equipment and improvements, net 3,035 3,832
Total assets $66,855 $123,311

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and
accrued expenses $ 2,697 $3,250
Deferred revenue 53 2,176
Deferred income taxes 2,904 1,865
Total current liabilities 5,654 7,291

Deferred income taxes 8,816 10,406

Stockholders’ Equity:
Preferred stock, $.01 par value,
1,000,000 shares authorized;
no shares issued
and outstanding — —
Common stock, $.01 par value,
45,000,000 shares authorized;
26,392,200 shares and 28,487,600
shares issued and outstanding at
December 31, 1996 and
June 30, 1997, respectively 264 287
Additional paid-in capital 30,206 82,584
Deferred compensation (73) (63)
Retained earnings 22,022 22.921
Cumulative foreign currency
translation adjustment (34) (115)
Total stockholders’ equity 52,385 108,714
Total liabilities and
stockholders’ equity $66,855 $123,311

SOURCE Pegasystems Inc.



SMARTALK(SM) TeleServices, Inc. and its wholly owned subsidiary, SMARTALK TeleServices Ltd., announced today the signing of a definitive agreement with Manchester, UK based NORWEB Communications (a United Utilities member company) to act as SMARTALK’s UK service partner to provide all network and switching facilities for SMARTALK’s UK traffic. Through the agreement NORWEB shall provide the necessary telecommunications network service which will enable SMARTALK to cost-effectively launch its prepaid calling card products and services to retail distribution channels in the UK and Europe. Through the arrangement SMARTALK shall also provide NORWEB the enhanced call processing systems necessary to launch prepaid calling card products and interactive services to corporate customers using SMARTALK’s technical expertise.

“This agreement gives us tremendous advantages as we begin selling SMARTALK prepaid calling cards in the UK market,” stated SMARTALK Chairman and CEO, Robert H. Lorsch. “It combines our companies’ respective core competencies — NORWEB’s established network and transport facilities and SMARTALK’s expertise in prepaid services, including technology, call-flow, manufacturing, marketing and distribution of prepaid telecommunications products through retail distribution channels. The advantages to both companies include lower costs and superior technology.”

Under terms of the agreement NORWEB Communications will also offer calling card products using SMARTALK features and call-flow under the brand name NORWEB Global Talk to its affiliate UU Group companies and to existing and future business customers including `customer loyalty’ and `consumer incentive’ programs.

“We are particularly pleased to be partnering with NORWEB. This agreement gives us switching facilities in the UK, ensuring our ability to become a competitive participant in the UK market without reducing the company’s overall gross margins,” continued Mr. Lorsch. “In addition to our recently-announced relationship with WH Smith, this agreement provides access to additional potential distribution channels in the UK through NORWEB’s prestigious customer base which includes Airtours, Manchester Airport, First Choice Holidays, University of Manchester and Center Manchester Healthcard NHS Trust.”

Both SMARTALK’s retail product, and NORWEB’s Global Talk product will include state-of-the art features including messaging facilities, and will operate from most anywhere in the world. SMARTALK, through its wholly owned UK subsidiary, SMARTALK (U.K) Ltd., will provide application and program development, and the calling card switching facility expertise. Mark Ballett, Managing Director of NORWEB Communications, said, “This agreement with SMARTALK, the leading player in the North American prepaid phone card industry, provides a perfect match of skills. We are delighted to partner with such an aggressive industry leader. What enthuses us most is SMARTALK’s ability to seek and gain major retail distribution, as evidenced by their recent long-term agreement with WH Smith. As a partner, this signals a very strong message as to SMARTALK’s commitment to the UK and European marketplace.”

SMARTALK currently maintains distribution agreements with mass merchandisers, consumer electronics retailers, supermarkets and home office superstores in North America including Office Depot, Future Shop, CompUSA, Pep Boys, Venture Stores, The Good Guys, Staples, Service Merchandise, Osco Drug, Sav-On Drug, OfficeMax, Dominick’s Finer Foods, Eckerd Drug, Food4Less, Ralphs Supermarkets, Bradlees, Marshall Field’s, Best Buy, Fingerhut and Builders Square, as well as university book stores and convenience stores. SMARTALK also offers specialized value-added promotional phone card programs to corporate clients including Gillette, Hewlett-Packard, Wells Fargo Bank, Nabisco, Pfizer and Prudential Securities. The Company maintains strategic marketing partnerships with Choice Hotels and HFS, the two largest hotel franchisers in the world, along with Simon DeBartolo Group, the largest publicly-traded real estate company and operator of shopping malls in North America.

Based in Los Angeles, with additional offices in Boston, Orlando, San Francisco and Toronto, SMARTALK is a member of the Telecommunications Resellers Association, International Telecard Association and the Consumer Electronics Manufacturer’s Association.

NORWEB Communications, part of United Utilities plc, is a public telecommunications network operator and currently offers a range of high quality voice and data telecommunications services to the business sector. NORWEB has an extensive trunk network in the north west of England based on fiber optic, microwave and traditional technologies.

Note: Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform act of 1995. Such statements include, but are not limited to, the ability of the Company to complete the transactions with WH Smith and NORWEB Communications, which are both subject to certain conditions, potential access to additional distribution channels, the cost-effective launch of prepaid calling card services in the UK, lower costs, maintaining of gross margins, and the potential to become competitive participants in the UK market. Investors are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, risks related to receptivity of retailers’ customers to the Company’s products and services; market acceptance and consumer demand for the Company’s products and services, completion of the specified agreements and pricing dependence on third-party vendors. Investors who seek more information about the Company’s business and relevant risk factors may wish to review the Company’s SEC reports, including, but not limited to, its Annual Report on Form 10-K for 1996, and quarterly reports on Form 10-Q.