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   Technology Stocksdivine interVentures, Inc. (DVIN)

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To: Sr K who wrote (209)4/11/2002 12:30:12 AM
From: StormRider
   of 246
so when does this end?

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To: StormRider who wrote (210)4/11/2002 12:15:33 PM
From: Sr K
   of 246
after a 1:20 reverse split

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To: Sr K who wrote (211)4/21/2002 8:36:49 PM
From: StormRider
   of 246
divine, inc. Chief Planning Officer to Speak at CA World
ORLANDO, Fla., April 19 /PRNewswire-FirstCall/ -- divine, inc., (Nasdaq: DVIN - news) a leading provider of solutions for the extended enterprise is pleased to announce that Ron Bienvenu, chief planning officer for divine, will be participating as part of the Education Focus Area at CA World 2002 by leading a session entitled ``Content Management and the Extended Enterprise.''

Bienvenu will address how business processes today reach beyond the four walls of the enterprise. In order for companies to stretch the edges of the enterprise into new territory, a combination of collaboration, interaction, and knowledge solutions must be strategically implemented with the end goal of increasing profits through greater revenue, productivity, and customer loyalty.

Participants in this course will learn: How to overcome the challenge of finding, aggregating, managing and monitoring information; The pitfalls of traditional information gathering and business intelligence tools; Management strategies associated with the ever increasing volume, velocity, visibility, and volatility of content -- what works and what doesn't; How to provide significant total cost of ownership benefits; How to make content management solutions work within intranets, extranets, and portals and extend the enterprise to achieve tangible business benefits and ROI; Benefits of channel provisions for the delivery of business content, aggregated content purchasing, controlled costs, and personalization at the desktop.

What: CA World
Who: Ron Bienvenu, chief planning officer, divine
When: April 21, 2002
9:00 a.m. - 12:30 p.m. EDT and 1:30 p.m. - 4:00 p.m. EDT
Where: Orange County Convention Center
Orlando, Fla.

CA World is Computer Associate's annual customer conference. It has been in existence for over 10 years targeted at CA's IT customers. The event is comprised of conference sessions and a World Technology Center.

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To: StormRider who wrote (212)4/26/2002 11:46:41 AM
From: Glenn Petersen
   of 246
From yesterday's Chicago Tribune:

Chicago Tribune Barbara Rose Column

Thursday, April 25, 2002 03:15:09 AM - Knight Ridder
Apr 25, 2002 (Chicago Tribune - Knight Ridder/Tribune Business News via COMTEX)

-- There's not much good news these days from Divine Inc., the former Internet
incubator turned bottom fisher, though you wouldn't know it from listening to
founder and CEO Andrew "Flip" Filipowski.

The 51-year-old never sounds more confident than when his back is up against a
wall, a position he's assumed for the better part of two years.

For 15 months he's been buying nearly broke software companies using Divine's
cheap stock while promoting a vision of Divine as an emerging giant that one day
will dominate its markets.

The company sells Web-based software and services to help companies communicate
with customers, suppliers and others.

"Our timing has been on target and the market and product line is a near perfect
fit," he wrote in an e-mail this week to employees announcing pay cuts affecting
half of Divine's 3,600 workers.

He warned that Divine can't count on the economy improving to buoy its business
and must cut costs even while finding new ways to grow.

The company's strategy, he wrote, "is now a fact inexorably divine and a path on
which we will relentlessly remain."

Investors--they include Filipowski, the company's second-biggest
shareholder--have paid dearly for his optimism.

Divine's stock, valued at $9 when the company went public 21 months ago, trades
for less than the price of a package of breath mints. A $100 investment at the
IPO in July 2000 was worth $3.45 Wednesday, when Divine closed at 31 cents.
Shareholders will vote next month on a reverse split to boost the stock price.

Losers include Chicago's elite--the likes of William Wrigley Jr., who invested
$17 million--and corporations such as Dell Computer Corp., which invested $100

In all, Filipowski raised nearly $1 billion in 1999 and 2000. By the end of last
year, he had blown all but $140 million.

The marvel is not how Filipowski managed to lose so much. After all, hundreds of
Internet companies have failed. The wonder is how he manages to stay in

Optimists count on the equivalent of lightening striking twice. In the late
1990s, Filipowski went on a buying spree at his prior software company, Platinum
Technology Inc., before selling the company to Computer Associates International
Inc. for $3.6 billion.

But Platinum was an established company with a proven product and loyal
customers. It flourished during a software boom. Divine is a patchwork of fallen
Internet ventures operating in one of the industry's deepest slumps.

Still, in the Boston-area where Divine has been snapping up companies,
Filipowski is known not as the founder of a failed incubator. He's a guy who
gives failing companies another chance.

"It's like when you get to the end of the CD and there's a bonus track," says
Boston Globe reporter D.C. Denison. "Flip comes in and says, `Okay, you wanna
try one more song?'"

His latest prize--Boston's Viant Corp., an Internet consultancy with dwindling
business prospects and 180 employees--isn't broke. In fact, the company has $116
million in cash. About $80 million of it will end up on Divine's balance sheet
if shareholders approve the deal.

The cash would give Divine breathing room if it fails to meet Filipowski's
latest target for profitability, in the fourth quarter.

Investors in both companies were steaming when the deal was announced April 5.

"A lot of people are upset, myself included," said a Divine investor during a
conference call. "(But) if you can deliver a profitable company that's in
position to really take advantage of a huge potential market, then I say, do
what you have to do to stay alive."

The investor paused. "Is that basically the game plan? Are we doing what we have
to, to stay in the game, so that we can get paid at the end?"

Filipowski's answer: "That is our stance. That is our objective, and we're doing
everything possible to make sure that it occurs."

In a divine world, there's always one more song.

E-mail Barbara Rose at

By Barbara Rose

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To: Glenn Petersen who wrote (213)5/25/2002 7:13:14 AM
From: Glenn Petersen
   of 246
Divine board approves 1-25 reverse stock split

CHICAGO, May 23 (Reuters) - Technology roll-up firm Divine, Inc., <DVIN.O> said on Thursday that its board authorized a 1-to-25 reverse stock split to take effect on May 29.

The company, which specializes in acquiring other companies to consolidate their technology, said it took the action to satisfy the Nasdaq minimum bid price requirement since it is subject to delisting from The Nasdaq National Market.

Divine said it received a Nasdaq Staff Determination letter on May 16, indicating that Divine's Class A common stock does not comply with the $1.00 minimum bid price requirement for continued listing on The Nasdaq National Market. The stock was trading at 24 cents on Thursday.

Divine has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. A date for this hearing has not yet been established.

The company's stockholders approved the reverse stock split during the annual meeting on May 21.

05/23/02 16:48 ET

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To: Glenn Petersen who wrote (214)5/30/2002 4:13:27 PM
From: stockman_scott
   of 246
Big names in Divine bailout

By James Evans
Crain's Business Chicago
May 30, 2002

Some well-known investors, including Fidelity's Peter Lynch and Oak Investment Partners, are bailing out cash-strapped Divine Inc. by ponying up about $70 million in venture capital funding.

"One hundred percent of these funds will be utilized to make sure that . . . Divine will be around," said Andrew "Flip" Filipowski, chairman and CEO of the struggling Chicago-based Internet consultancy and software firm.

In addition to the cash infusion, Mr. Filipowski said Divine made another round of jobs cuts during the past few weeks in order to slash its annual expenses by an additional $40 million. About 300 jobs were eliminated this time, following 700 layoffs—nearly 18% of its total employees—which Divine made earlier this year so it could cut $45 million in annual expenses (, May 2.)

The company now has about 3,000 employees, about 600 less than it reported at the beginning of the year. The number of total employees hasn't dropped more this year because of Divine's many acquisitions, a spokeswoman said.

Mr. Filipowski says Divine will receive a total of $61 million in two installments from a group led by Connecticut-based venture capital firm Oak Investment Partners. The investors agreed to immediately purchase $23 million in Divine preferred stock that can later be converted into 3.8 million shares of common stock. Those same investors will purchase an additional $38 million in stock, or 6.3 million shares, pending shareholder approval.

After that, the investors will receive warrants to purchase another $9.5 million in stock, or 1.5 million shares.

In addition to Oak Investment Partners, Peter Lynch, vice-chairman of Boston-based Fidelity Management & Research Co., and other unnamed investors will contribute several million dollars more. Mr. Filipowski declined to say how much money he personally would funnel into Divine.

The money will be used to help shore up operations and help Divine reach its goal of recording a profit by the fourth quarter—something it's never done.

The investments could be risky, particularly given heavy losses at the company since its inception in 1999. Divine's first-quarter loss rose 8% to $70.8 million, compared with $65.5 million for the same period last year. For 2001, the company posted a loss of $369.8 million.

As of March 31, the firm had $39.96 million in cash and cash equivalents, and $38.1 million in restricted cash.

Oak Investment Partners and the other investors will now control a 30% ownership stake in Divine, Mr. Filipowski said, adding that Oak Investment Partners gets a spot on Divine's 12-seat board, with the option to take another board position at a later date.

Following the venture capital announcement, Divine shares were up $1, or 24%, to $5.15 in afternoon trading Thursday. Yesterday, the first trading day following Divine's 1-for-25 reverse stock split, shares closed at $4.15.

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To: stockman_scott who wrote (215)7/24/2002 12:04:33 PM
From: Glenn Petersen
   of 246
DVIN alters the terms of the Viant deal; less cash to DVIN. less dilution. If I were a DVIN shareholder, I would want the cash.

Divine, Viant alter terms of proposed deal

By Barbara Rose
Tribune staff reporter
Published July 24, 2002

Divine Inc. announced revised terms Tuesday for a pending buyout of Viant Corp. that would distribute the bulk of Viant's cash directly to Viant shareholders, increasing the likelihood they will approve the deal.

Viant shares rose 29 cents on the news, to $1.38, Tuesday. Divine's shares fell 11 cents, to $2.36, reflecting the Nasdaq stock market's broad sell-off.

The proposed new terms would mean far less dilution for shareholders of Divine, a Chicago-based software and services company, and a much larger cash payout for investors in Viant, an Internet consultancy based in Boston.

The 4-month-old deal, a marriage between two former Internet highfliers, was renegotiated after Divine's shares continued to decline--increasing the likelihood Viant shareholders would reject the offer--and Divine turned to private investors for cash.

In May, Divine announced a $61 million commitment from venture capital firm Oak Investment Partners and other investors, who will own more than 30 percent of the company.

The private investment "gave us the opportunity to restructure the deal with Viant so we won't have to issue as many shares," said Anne Schmitt, a spokeswoman for Divine.

Under the new terms, Viant shareholders would get $72.5 million in cash, or about $1.46 per share, plus Divine shares. Divine has agreed to issue shares worth between $2.5 million and $3.69 million, based on a formula that takes into account Divine's stock price prior to closing.

The earlier deal called for a larger number of Divine shares and a $24 million cash dividend, or about 46 cents per share.

That proposal angered some Viant shareholders who said they preferred that the company liquidate, a move that Chief Executive Robert Gett said in April would have yielded between $1.80 and $1.85 per share.

Calls to Viant on Tuesday were not returned, but in a memo to employees Gett wrote: "This long period of uncertainty and anxiety is coming to a close and we should look forward to a new chapter for Viant."

The deal is expected to close in mid-September.

Copyright © 2002, Chicago Tribune

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To: Glenn Petersen who wrote (216)7/31/2002 5:20:56 PM
From: stockman_scott
   of 246
Divine delays profit expectations

By Kay Riley
Crain’s Chicago Business
July 31, 2002

Divine Inc. pushed back the timeline for making its first-ever profit to the first quarter of 2003, as it reported a second-quarter loss. Previously, the company expected to make it into the black by fourth-quarter 2002.

The Chicago-based Internet consultancy and software firm late Tuesday posted a net loss of $51.2 million, or $2.74 per share, compared with a loss of $38.6 million, or $6.67 per share in the year-ago quarter.

At the same time, revenues—fueled by a spate of acquisitions—jumped to $163.6 million compared with $61.3 million in the second quarter 2001.

In a statement, CEO Andrew “Flip” Filipowski acknowledged that Divine is operating in "an extremely challenging economic climate and one of the worst technology recessions," but said he remains optimistic.

The company said it would continue cost-cutting measures. Divine has eliminated $85 million in annual expenses since the beginning of the year—including a significant number of job cuts—and it plans to slash another $25 million in expenses in the current quarter, Chief Financial Officer Michael Cullinane said in a statement. Details of those cuts were not available.

Divine also is looking to complete its acquisitions of Boston-based tech consultancy Viant Corp. and Canadian e-mail services company Delano Technology Corp. Once those deals close and the company finalizes a second round of financing from Oak Investment Partners, Divine expects its cash balance to increase to about $100 million, from the $55 million it had at the end of the second quarter, Mr. Cullinane said.

However, a sharp drop in Divine shares, which were trading at $2.67 on Wednesday, down from about $5 in May, has forced the company to revise its financing deal with Oak Investment Partners.

Instead of paying $6 per share for Divine preferred stock, as Oak did with the first, $22.9-million, round of its $61.6-million investment, Palo Alto, Calif.-based Oak will purchase its second round of preferred stock at market rates. That means that unless Divine’s stock shoots back to $5 or so, Oak will be getting a larger stake of Divine for its remaining $38.6-million investment. Oak's preferred shares can be converted to common.

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To: stockman_scott who wrote (217)8/17/2002 8:58:19 AM
From: Glenn Petersen
   of 246
More cash out the door:

Divine buys stock from top shareholder in option deal

By Barbara Rose
Tribune staff reporter

August 17, 2002

Divine Inc.'s biggest shareholder sold about one-third of his holdings to Divine shareholders two months ago at $13.25 per share--well above the fair-market price at the time--under an agreement negotiated when Divine bought his publicly traded software company last year.

Former eShare Communications Inc. Chief Executive Aleksander Szlam, now an officer at Divine, exercised "put" options in June to sell 455,520 of his Divine shares back to the company for $6.24 million, according to Divine's recent quarterly report with the Securities and Exchange Commission.

Divine's stock, which closed Friday at $2.76, traded between $2.87 and $5.21 during June.

Szlam's options were a way for the former CEO, whose partnership owned 49 percent of eShare, to hedge against a drop in Divine's stock price. A put option gives the holder the right to sell at a designated price during a designated period.

Szlam's agreement--disclosed last year when shareholders of both companies approved the buyout--allowed him to begin exercising his options as early as December and to sell the remainder within 12 months starting in April.

Divine, in turn, had "call" options to buy Szlam's shares on favorable terms to Divine if the company's stock price had risen instead of fallen.

Divine's shares plummeted 57 percent, from $34 to $14.50 on a split-adjusted basis, from the time the eShare buyout was announced in July 2001 to when shareholders approved the deal last October. Since the buyout's approval Oct. 19, they've fallen an additional 81 percent.

Divine's payment to Szlam--a longtime associate of Divine founder and CEO Andrew "Flip" Filipowski--comes at a time when the Chicago-based software and services firm can ill afford the cash outlay.

Divine spent $24.9 million more on operations than it took in during the second quarter, reducing its cash on hand to $55.1 million as of June 30, including $22.9 million in cash infusions in May and June from private equity firm Oak Investment Partners.

A pending merger with Internet consultancy Viant Corp. is expected to bring in about $20 million from Viant's treasury, and Oak has a pending agreement to provide Divine an additional $38 million.

Divine originally expected to break even by June, but the software industry's continuing slump in sales coupled with costs associated with Divine's acquisition spree last year have produced more red ink.

Divine reported a $50.3 million operating loss in the second quarter on revenue of $163.6 million.

"The biggest challenge we have is to get customers to commit," Chief Financial Officer Michael Cullinane said Friday. "

The former eShare is among Divine's bigger revenue generators. The firm, based in Norcross, Ga., specializes in customer relationship software including systems that operate call centers.

Before Szlam exercised his put options in June, he owned about 1.4 million Divine shares, split-adjusted, or 7.6 percent of the company--about twice the holdings of Filipowski, who owns 3.7 percent, according to Divine's proxy report in April.

Szlam, a chief strategy officer, couldn't be reached Friday at his office in Georgia.

Szlam and Filipowski served on one another's boards at eShare and at Divine's predecessor, Divine Interventures, where they sat on one another's compensation committees. Such relationships, while not uncommon, are frowned on by shareholder advocates.

Copyright © 2002, Chicago Tribune

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To: stockman_scott who wrote (217)8/26/2002 3:33:56 PM
From: Glenn Petersen
   of 246
Without deals, cash crisis looms at Divine

Singed: Divine CEO Andrew "Flip" Filipowski and his team still need to cool the firm's current "burn rate."

August 26, 2002
By Julie Johnsson

It's crunch time for Chicago's Divine Inc., the Internet incubator turned software developer and professional services company.

After racking up total net losses of more than $1 billion since 1999, Divine now faces a cash shortage.

Unless it can close two pending transactions that would give it $73.6 million in additional funds, the company is on pace to run out of cash next month, recent federal filings show.

Even if those deals are consummated, Divine is racing the clock.

While sales are growing — the company tallied revenues of $163.6 million during the second quarter, a 12% gain over the previous quarter — it must jam the brakes on spending this fall to remain in business. If spending continues at its present pace, Divine would run through the funds it anticipates receiving through the two pending deals by early next year.

But CEO Andrew "Flip" Filipowski and his management team have shown little inclination to ratchet down costs during the company's brief history.

They couldn't be reached for interviews. But a spokeswoman insists Divine is on pace to achieve positive cash flow, for the first time, by early 2003. She notes that the second-quarter operating loss was $20 million lower than the first-quarter loss of $70.4 million, adding that the company expects to "significantly reduce" operating losses over the next two quarters.

"We have a solid strategy in place to ensure that we achieve our goal of profitability by the first quarter (of) 2003, and are executing that plan," she adds.

Shareholders are less sanguine. Divine's shares were trading at $2.87 as of noon Friday, down 85% for the year. The stock price would have to top $200 for those who bought shares at its July 2000 initial public offering to recoup their original investment, factoring in the firm's recent 1-for-25 reverse stock split.

"It's pretty disappointing," says Paul Foster, a strategist at Chicago's Mercury Trading Inc., an options derivative trading house. A bargain hunter who scouts distressed companies, Mr. Foster invested in Divine in April. "Is there going to be a bottom where shareholders get anything, or will it just go to zero?"

As of June 30, Divine had $55.1 million in cash and short-term securities, but only $29.9 million of that amount was unrestricted cash. The software company spent, on average, $21.5 million per month on operating activities during the second quarter. Unless it significantly lowered this "burn rate" over the summer, Divine will deplete its existing cash in September.

Counting on Oak

However, the company is counting on a $38.5-million infusion from Palo Alto, Calif.-based Oak Investment Partners, which would control a 45% stake in Divine. Oak invested $22.9 million in May, paying $6 per share for 22,941 shares of convertible preferred stock.

That price proved steep as Divine's stock slid sharply over the summer, causing Oak to postpone the planned closing for a second such placement as it negotiated a lower conversion price to reflect the stock drop.

And Divine's cash stash will swell to about $100 million if it also closes a long-awaited purchase of Boston e-consultancy Viant Inc. by the end of September, as planned.

That deal has been renegotiated twice since it was announced last spring, with much of the windfall that Divine had initially anticipated now going to Viant shareholders, a new filing with the Securities and Exchange Commission reveals.

The filing reports that Divine was forced to sweeten its terms after other bidders offered to pay Viant shareholders multiples of the $24-million cash dividend originally promised by Divine. The Chicago company would have pocketed about $92 million of Viant's cash.

Recovery in time?

Under the latest terms, Viant shareholders will receive a $72.5-million cash distribution from their company, while Divine's take shrinks to $35.1 million. Industry observers say that Divine likely won' t see much of a boost from the Viant deal beyond the cash infusion since other consulting mergers have proven difficult to integrate and have provided poor returns.

"It's still a tough market for software and consulting services, (though) it's getting better," says Tom Rodenhauser, a consulting industry analyst based in Keene, N.H. "But will it get better in time for these people to pull out of a tailspin? It's hard to say."

©2002 by Crain Communications Inc.

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