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   Technology (JWEB)----IPO

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To: Manx who started this subject5/22/2001 9:47:02 AM
From: Ms. Baby Boomer
   of 510
FEDERAL TRADE COMMISSION Juno Online Services, Inc.;

Analysis To Aid Public Comment

Washington, DC, May 21, 2001 (FedNet via COMTEX) -- The consent agreement in this matter settles alleged violations of federal law prohibiting unfair or deceptive acts or practices or unfair methods of competition. The attached Analysis to Aid Public Comment describes both the allegations in the complaint that accompanies the consent agreement and the terms of the consent order_embodied in the consent agreement_that would settle these allegations.

DATES: Comments must be received on or before June 14, 2001.

AGENCY: Federal Trade Commission.

ACTION: Proposed consent agreement.

Copyright 2001 FedNet

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To: Manx who started this subject6/7/2001 10:20:40 PM
From: Ms. Baby Boomer
   of 510
NetZero and Juno Announce Strategic Merger

Companies Combine To Become Nation's Second-Largest Internet Access Provider

New Company to be Named United Online, Inc.

Thursday June 7, 6:39 pm Eastern Time

WESTLAKE VILLAGE, Calif. and NEW YORK--(BUSINESS WIRE)--June 7, 2001--NetZero, Inc. (Nasdaq:NZRO - news) and Juno Online Services, Inc. (Nasdaq:JWEB - news), two of the country's largest providers of Internet access services, announced today that they have agreed to a strategic merger.

The union is expected to create the nation's second-largest Internet access provider (after America Online, but substantially ahead of Microsoft, EarthLink, and AT&T Worldnet), based on a combined total of more than 7 million active subscriber accounts as of March 2001. Billable services accounted for approximately 1 million of the active subscriber accounts of the two companies as of March 31, 2001.

Under the terms of the agreement, NetZero and Juno will become wholly owned subsidiaries of a newly formed company called United Online, Inc. All outstanding shares of both companies will be exchanged for shares of United Online in an all-stock transaction. It is anticipated that immediately following the closing of the transaction, NetZero stockholders will own approximately 61.5% of the outstanding common stock of United Online, and Juno stockholders will own approximately 38.5%, after giving effect to certain stock issuances and subject to adjustment for outstanding warrants and options.

Upon closing, NetZero stockholders will receive 0.2000 shares of United Online for each share of NetZero, and Juno stockholders will receive 0.3570 shares of United Online for each share of Juno. Given these relative exchange ratios, the transaction has the implied effect of Juno stockholders receiving 1.7850 shares of NetZero for each share of Juno.

The new company is expected to trade on the Nasdaq Stock Market under the symbol UNTD. The transaction will be accounted for using the purchase method and is expected to be completed prior to the end of calendar year 2001, subject to customary conditions, including regulatory approvals and approval by both companies' stockholders.

Based on unaudited results for the quarter ended March 31, 2001, the companies' combined quarterly revenues totaled $41.5 million. Revenues from billable services accounted for 60% of total combined revenues, or $24.7 million, while the remaining $16.8 million came from various forms of advertising and electronic commerce. The companies' combined cash balances as of March 31, 2001 totaled $209.8 million.

Mark R. Goldston, current chairman and CEO of NetZero, will become chairman, president and CEO of United Online, while Charles S. Hilliard, NetZero's current CFO, will become CFO of the combined company. Selected senior executives from both firms are expected to continue in key roles within the new company. United Online will be headquartered in Westlake Village, California, while maintaining significant operations in New York City and in Hyderabad, India.

United Online plans to leverage consumer awareness of the NetZero and Juno brand names by marketing its free services under the NetZero brand and its billable services under the Juno brand. Management believes that the large base of subscribers currently using each company's free Internet access services represents an important potential source of future migration to billable premium services with a low expected average subscriber acquisition cost.

Management expects to incur restructuring and other transaction costs of between $20 million and $25 million as a result of the merger. Its goal is to significantly reduce operating expenses on a combined basis following the merger. Operating efficiencies are expected to be gained in part through facilities and workforce rationalization, elimination of telecommunications infrastructure redundancies, merging of back-end technologies, and consolidation of billing systems, marketing activities, and technology development.

``This merger brings together two leaders in the rapidly growing value segment of the Internet access market,'' said Goldston. ``Both companies have built widely recognized consumer brands that we plan to continue to leverage as we work to attract new users and upsell our current subscribers to higher levels of service and revenue. As the second-largest ISP in the United States, United Online should represent a very attractive audience for the nation's largest marketers and advertisers. Equally important, we expect the merger of our two companies to generate significant synergies that will result in increased financial strength, numerous operating efficiencies and an improved user experience.''

``This merger combines two companies that are highly complementary and bring distinct strengths to the relationship,'' commented Charles E. Ardai, Juno's president and CEO. ``Juno's proven ability to convert free users into paying subscribers will be particularly valuable as the combined entity focuses increasingly on migrating users to billable premium services, while NetZero's demonstrated marketing expertise should help United Online achieve its subscriber acquisition and revenue generation goals.''

Juno's chairman, Dr. David E. Shaw, who will be one of the largest beneficial shareholders of United Online, added, ``I'm extremely excited about this merger, and about its potential for enhancing shareholder value. Each company brings a formidable set of assets to this union, and I believe their value could turn out to be even greater in the context of a combined company with the scale and scope of United Online.''

In connection with this merger, Morgan Stanley served as financial advisor to NetZero and Deutsche Banc Alex. Brown acted as financial advisor to Juno.

A conference call will be held tomorrow, June 8, at 8 a.m. PDT (11 a.m. EDT) to discuss the transaction. The call can be accessed live on NetZero's Web site in the ``Investors'' section under the ``Conference Call'' tab at, and on Juno's Web site at A replay of the Webcast will be available on both companies' Web sites for seven days following the call.

About NetZero

NetZero is a leading provider of Internet access and other Internet-related services. The company offers consumers high-quality Internet access, a choice of popular e-mail programs and convenient navigation tools that provide ``speed dial'' to key sites on the Internet. The company also offers a broad range of interactive marketing, research and measurement solutions.

Through proprietary technologies, NetZero offers advertisers unique targeting capabilities through numerous online advertising and sponsorship channels. The company's CyberTarget division offers marketers and advertisers mass-scale, online market research and measurement services. NetZero is a Cisco Powered Network, offering its Internet access services in more than 5,000 cities across the United States and in Canada.

For more information, please go to To obtain a CD, please call 1-800-DEFENDER.

About Juno

Juno Online Services, Inc. is one of the nation's leading Internet access providers. Founded in 1995, Juno provides multiple levels of service, including free basic Internet access, billable premium dial-up service, and (in certain markets) high-speed broadband access. The company's revenues are derived primarily from the subscription fees charged for its billable premium services, and to a lesser extent from the sale of advertising and from various forms of electronic commerce.

For more information about Juno, visit To get a copy of the Juno software, go to or call 1-800-TRY-JUNO.

Active subscribers are defined as all registered subscriber accounts that connected at least once during the month, together with all subscribers to a billable service, in each case regardless of the type of activity or activities engaged in by such subscribers.

The release contains forward-looking statements within the meaning of the ``safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statement. The forward-looking statements in this release include, without limitations, future financial and operating results, and timing and benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: failure of the merger to close due to lack of stockholder approval or other factors; inability to successfully integrate the NetZero and Juno businesses; unexpected costs related to the merger or integration of the NetZero and Juno businesses; failure of anticipated synergies to materialize; failure of the current free user base to migrate to billable services; potential duplication between user bases; increased competition and its effects on pricing, spending, third-party relationships, the subscriber base and revenues; inability to establish and maintain relationships with commerce, advertising, marketing, technology and content providers; inability to retain key personnel of NetZero or Juno; and inability to maintain or grow the United Online subscriber base. United Online's business will be subject to the risks inherent in each of Juno's and NetZero's existing businesses. More information about potential factors that could affect the combined company's business and financial results is included in each of NetZero's and Juno's most recent Form 10-Q and other filings with the Securities and Exchange Commission ( including (without limitation) information under the captions ``Management's Discussion and Analysis of Financial Condition and Results of Operations'' and ``Risk Factors.'' Additional information will also be available once United Online files its registration statement with the Securities and Exchange Commission with respect to the proposed transaction.

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To: Ms. Baby Boomer who wrote (509)6/14/2001 3:19:40 PM
From: Ms. Baby Boomer
   of 510
Supercomputers: From Clunker to Cancer Fighter

By Lou Hirsh and Bob Francis,

Thursday June 14 01:25 PM EDT

Instead of spending its downtime gathering dust, that aging home or business PC could actually be earning its keep -- or even be making a contribution to society. It could be helping to find life in outer space, or a cure for cancer.

• Forget Electrons - Computing Goes Light-Speed
• Tech Titans To Build 'Supercomputer on a Chip'
• Free ISP Subscribers To Create Virtual Supercomputer

Companies and philanthropic organizations are increasingly using the concept of distributed computing to link thousands of PCs together, forming virtual "supercomputers" that perform gargantuan calculations, usually for scientific and health research.

One benefit is a much less expensive alternative to on-site systems that otherwise would be needed to perform the time-consuming data crunching. While the idea has yet to make anybody rich, it's been a boon for causes that don't have the mega-cash to invest in hardware.

The most famous distributed "supercomputer" now in use is the SETI@Home project at the University of California in Berkeley. Since 1999, the project has linked together more than 3 million PCs in what amounts to more than 680,000 years worth of computer-processing time, in the search for extra-terrestrial intelligence.

Intel Chips In

But there are a growing number of down-to-Earth uses for the concept. A month into a cancer-fighting project sponsored by Intel Corp. (Nasdaq: INTC - news), more than 430,000 people have signed up, and organizers are still recruiting additional volunteers.

"The goal is to get 6 million volunteers," said Katie Desmond, a spokeswoman for the project, dubbed the Intel Philanthropic Peer-to-Peer Program. The project lets individuals download an application that applies their PC's unused processing power in the search for cancer cures and new drugs to fight the disease.

The initiative will focus initially on research into drugs to block four key proteins that promote human cancers, including childhood leukemia. Volunteers' computers will screen through a library of 100 million compounds, calculating whether any of them are likely to bind to the proteins. The calculations will also predict whether the compounds could be readily absorbed by cells.

Those compounds that pass the initial computer-simulated screening will go on to actual testing in a lab. Scientists believe the initiative could accelerate the development of new drugs by up to five years.

The project was conceived by Dr. Sujuan Ba, director of the National Foundation for Cancer Research, and Dr. Graham Richards of Oxford University.

For help, they recruited Intel and United Devices, a software company in Austin, Texas, as well as the American Cancer Society (news - web sites). David Anderson, chief technology officer at United Devices, is director of the SETI@Home project and was one of its architects during a stint at UC Berkeley.

More Volunteers Needed

Despite recruiting enough volunteers for 100 million hours or processing time, researchers estimate they will need about 6 million volunteers to be successful. With that many people, the group says it will have the collective processing power of a 50-terraflop supercomputer. One terraflop equals a trillion floating-point computations per second.

To participate in the project, users need to download the 1.8MB client software from the Research for a Cure Web site. The program places an icon in the system tray at the lower right of the screen and loads automatically each time the computer reboots.

Users can set the application to run in the background or only as a screen saver, but either way the program does not interfere with other computer activities.

Other projects in which users can donate unused processing cycles to charity include those run by Entropia, a distributed-processing company in San Diego, and Folding@home, a protein research project run by Stanford University.

Business and Science Mix

Another ambitious project was launched in February by Internet service provider Juno Online Services (Nasdaq: JWEB - news), which recently announced a merger with NetZero to become United Online, the second-largest ISP after AOL.

As with other distributed-computing efforts, Juno users download a program from the company Web site to take part. Juno says that if all of its 4 million active subscribers participate, it would theoretically form the world's fastest supercomputer, measured in instructions per second, and might approach or break the "petahertz barrier" -- an effective processor speed of 1 billion megahertz.

Last Month, Juno announced an agreement with LaunchCyte LLC, a pioneering bioinformatics incubator, in which LaunchCyte and its portfolio companies will make use of the Juno Virtual Supercomputer for research. Bioinformatics employs massive computer databases to help scientists decipher genetic information that could help in the quest to prolong and enhance life.

LaunchCyte, based in Pittsburgh, Pa., expects to help start more than two dozen bioinformatics companies over the next seven years, many focusing on development of information tools for biotechnology and genetics research, which involve time-intensive computations.

"Although the bioinformatics market is still in its infancy, it is already highly competitive," said LaunchCyte CEO Thomas Petzinger. "Anything that speeds up the development process has the potential to provide a significant competitive advantage."

Bottom-Line Benefits

Juno's project is not only aimed at furthering science, but could also become a business model for acquiring and leasing PC processing time to companies -- and eventually making a profit. Prior to the merger with NetZero, a Juno spokesman said the supercomputer project could provide a long-term source of revenue for the struggling free-ISP service.

"We definitely see a potential market for distributed computing, and are hoping that our Juno Virtual Supercomputing Project has the potential to attract customers and generate significant revenue," Gary Baker told NewsFactor Network, adding companies in the long run could be attracted by the cost savings over traditional on-site computer systems.

"Large amounts of money are already being spent on supercomputing -- companies are spending tens of millions of dollars on individual traditional supercomputer installations," Baker said.

Steven Asherman, president of Base One International Corp. (BOI), which specializes in distributed-computing systems for businesses, told NewsFactor that some major corporations have tens of thousands of PCs sitting idle at night. Those PCs could be put to use for processes like complex financial forecasting, as well as aviation and power plant design calculations that otherwise require supercomputers.

"Deutsche Bank uses our software for routine processing [and] generation of client statements that otherwise would be done by more expensive mainframe systems," Asherman said.

Obstacles Ahead

Asherman noted, however, that there are still issues to be worked out before business embraces the distributed-computing concept on a wide scale. To address security concerns, for example, his New York-based company and others have set up customized systems "to prevent PCs from doing anything they are not supposed to do," although experts agree that shared computing is generally safe.

Paying for computing space may eventually become an issue. In a tight economy, companies are not anxious to spend money for extra capacity they may not use, although some of the philanthropic efforts, like United Devices', use cash prizes as donation incentives.

Not all problems in business are amenable to the shared-computing approach. And like the private sector, said Asherman, personal motivation and convenience will ultimately decide the degree to which the virtual supercomputer becomes a real part of life in the business world.

"If PCs are distributed everywhere and are only available when idle -- by the definition of that PC's user -- then there must be a motivating system in place for users to make their PCs available," he said

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