Best S-1 I Have Read Today

by Mr Juggles

Classmates.com will go public some time this week. Somehow, they have managed to convince top-tier banks to underwrite this offering. Did the bankers read the S-1 they put together for this company?

From the S-1, here are some excerpts from the company’s description of its business:

We operate leading online social networking and loyalty marketing services under our Classmates and MyPoints brands…Using our interactive tools and features, our members have contributed to our social networking Web sites a substantial number of distinct, relevant pieces of content, such as names, school affiliations, profiles, biographies, interests and photos…On our social networking Web sites, we enable users to locate and interact with acquaintances from school, work and the military…This valuable content also brings existing members back to our Web sites, with a significant number of our members visiting our Web sites on a recurring basis over many years.

Contrast that with a few risk factors the company highlights for this offering:

A significant majority of our paying subscribers are on plans that automatically renew at the end of their subscription period and we have received complaints with respect to our renewal policies. The sales and marketing practices of Classmates Online are currently subject to an inquiry by the United States Federal Trade Commission, or FTC.

Our success is dependent upon our social networking members interacting with our Web sites. Currently, the network effect on our social networking Web sites is limited, and the vast majority of our member activity is within our high school communities. Our members do not visit our Web sites frequently and spend a limited amount of time on our Web sites when they visit. In addition, only a limited number of our social networking members post photographs and information about themselves, engage in message board discussions, view other members’ profiles or participate in the other features on our Web sites. [Ed: our emphasis]

Recommendation: Avoid companies that cite their ongoing failure to execute their business model as a risk factor.

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Comments

  1. Matt
    December 10th, 2007 | 6:41 pm

    Who is going to buy this garbage? And why does such a piece of shit get a second chance at an IPO? NASDAQ needs a “no ins-and-outs” policy on the front door.

  2. Strategeri
    December 10th, 2007 | 6:44 pm

    I would have expected them to have been killed off by Facebook/Myspace by now. I can’t believe they are going public!

  3. To The Hilt
    December 10th, 2007 | 7:11 pm

    I already can’t get any borrow.

  4. RichL
    December 10th, 2007 | 10:04 pm

    If you take a page out of their book and charge a small, but repeating, charge for access to your commentary. You might also not be available for cancellation requests. I think you are just jealous!

  5. J
    December 11th, 2007 | 1:42 pm

    I would argue that more people than ever will visit Classmates.com now. This is primarily due to the fact that it was posted on LoS. I went to it, and did all of you, whether you like to admit it or not.

  6. J
    December 11th, 2007 | 1:47 pm

    This is actually a ploy from mark zuckwhatever at facebook:

    Link

  7. Anal_yst
    December 12th, 2007 | 3:10 am

    This is too good to be true, oh man, haha are the banks that desperate for fees that they are hawking this sub-bubble crap?

    Btw i’ve TM’d the phrase “sub-bubble” so watch it Juggles

  8. OutsideInformation
    December 12th, 2007 | 9:30 am

    Classmates Media to Withdraw I.P.O. Filing

    from DealBook

    Classmates Media, which runs the social-networking Web site Classmates.com, will not proceed with its initial public offering, its parent company, United Online, said Wednesday. Classmates Media had hoped to raise as much as $165 million through a Nasdaq listing that could have tested investors’ appetite for shares of social-networking companies.

  9. OutsideInformation
    December 12th, 2007 | 9:30 am

    Classmates Media to Withdraw I.P.O. Filing

    from DealBook

    Classmates Media, which runs the social-networking Web site Classmates.com, will not proceed with its initial public offering, its parent company, United Online, said Wednesday. Classmates Media had hoped to raise as much as $165 million through a Nasdaq listing that could have tested investors’ appetite for shares of social-networking companies.

  10. mrsiv
    December 12th, 2007 | 9:33 am

    way to go LoS!
    you single-handedly burst that bubble.

    w00t*!

    * Merriam Webster’s Word Of 2007.

  11. theGeneral
    December 24th, 2007 | 5:47 pm

    Did anyone remember this little thing called “irrational exuberance” that happened back in the dot-com days when attempting to value this thing? Sounds incredibly similar…

    Deftly handled, LoS.