One Of Envivio's Largest Outside Individual Shareholders Seeks Board Seat At
Upcoming Annual Meeting
Mr. Richard A. Karp Calls on Company to Act with a Sense of Urgency to
Prudently Manage Costs While Preserving Cash
Expresses Grave Concern Over Business-As-Usual Mentality Despite 75% Loss in
Shareholder Value Over the Past Year Alone
MOUNTAIN VIEW, Calif., June 6, 2013
MOUNTAIN VIEW, Calif., June 6, 2013 /PRNewswire/ --Richard A. Karp, one of
Envivio, Inc's. (NASDAQ-GS: ENVI) largest outside individual shareholders
owning approximately 3.8% of the Company's shares outstanding, today announced
he has submitted himself by letter dated April 19, 2013 as a nominee for
election to the Board of Directors at the Company's upcoming annual meeting of
shareholders on July 17, 2013.
Mr. Karp believes his deep experience managing successful technology companies
can be tremendously helpful at a time when these resources are needed most in
Commenting on the decision to submit himself as a nominee for election to the
Board, Mr. Karp said, "I have purchased over one million shares of Envivio
with my own personal capital because I know the industry well and I believe
the Company's technology can eventually dominate the market. However, the
business-as-usual attitude and frivolous spending practices cannot continue if
Envivio is to realize the successful commercialization of its products over
the next few years."
During the past year Envivio's stock has declined by more than 75%, losing
over $160 million in value for shareholders. Collectively, four current board
members control approximately 40% of the Company's shares, equating to a loss
of more than $60 million for them and the investment funds that they manage.
Given the high concentration of ownership amongst certain Board members, Karp
added, "While I am under no delusion that I will win a proxy contest for Board
representation without the support of several insiders, given the staggering
loss of value shareholders have endured over this past year, it is simply not
conceivable that the current Board is content with the status quo. I
encourage them and ALL shareholders to join me in demanding that a new sense
of urgency is embraced before the damage to the business is beyond repair."
Karp continued, "Since submitting my nomination in April, I have engaged
constructively with the Board regarding my serious concerns and was hopeful
that I would be included as a nominee in the Company's slate for election at
the upcoming Annual Meeting. While I am disappointed that the Company has
refused to admit additional shareholder representation into the boardroom at
this time, I believe that my involvement at Envivio has signaled to the Board
that the status quo is unacceptable and that the Company should embrace in
detail my initiatives for enhancing value. Towards this end, I am keeping my
name in nomination and will keep a watchful eye on management and its progress
in executing on its strategic turnaround plan."
On May 22, 2013, Mr. Karp sent a letter to the Board highlighting several
opportunities for consideration.
The full text of the letter follows:
May 22, 2013
The Board of Directors
400 Oyster Point Boulevard
South San Francisco, CA 94080
Dear Members of the Board of Directors:
I enjoyed meeting Ned, David and Terry on May 8^th at Sageview Capital's
office in Palo Alto. The conversation was pleasant and I left our meeting
feeling reassured that we're all aligned in our desire to see Envivio achieve
its full potential.
As you know, over the past year, I have invested my own personal capital into
Envivio's stock and currently own approximately 3.8% of the shares
outstanding. I made this investment primarily because I believe the Company
has leading edge products in an industry that I am very familiar with.
Following this investment I began a constructive dialogue with several of you
because I am confident that my direct relevant experience leading successful
public technology companies over the past 25+ years can enrich the Board's
dialogue during this critical time. My only interest is to help the Company
improve for the benefit of all stockholders and I stand prepared to do
whatever is necessary to make this happen.
As a follow up to our May 8^th meeting, and for the benefit of the other Board
members not in attendance, I'd like to provide you with a few relevant
highlights from my background and summarize several of the suggestions I
proposed to Ned, David and Terry for further consideration.
I received a B.S. degree in science from the California Institute of
Technology, a M.S. degree in mathematics from the University of Wisconsin, and
a Ph.D. in computer science from Stanford University. Subsequent to this, I
managed several private and publicly-traded companies, including Catapult
Communications, a manufacturer of telecom test equipment, which I founded in
1985 and took through its IPO before it was sold to Ixia in 2009 for $105
Based upon my extensive research and analysis, I firmly believe that Envivio's
underlying technology can ultimately dominate its industry. However, due to
certain market dynamics and industry constraints that are beyond Envivio's
control, many potential customers aren't ready to adopt Envivio's (or even a
competitor's) solution just yet. Hence, full commercialization is unlikely to
be achieved for another two to three years. Even if the Company is able to
recognize decent revenues for a quarter or two (which would likely be derived
from a small number of large sales), the continuing operation of the business
under the current model will not produce more than limited value and fail to
enhance outcomes in the longer run.
Several things must drastically change at Envivio in order for shareholders to
have a chance of realizing the latent value inherently tied to its
technology. The core issue facing Envivio is excessive spending in pursuit of
growth initiatives that will not yield results for years to come. I believe
now is the time for the Board to take decisive action to address the alarming
cash burn and hold management responsible for making substantial improvements
to the Company's overall operating performance. To address these issues I
have outlined several opportunities that I believe will best position the
business for long-term success.
1.Cease hiring until the Company has control over its excessive spending
practices. When hiring commences again, selectively hire only essential
technical and engineering talent in France (a country notorious for
complications related to workforce reduction) to maintain the flexibility
necessary to right-size the business in the future.
2.Reduce overall headcount to better align the Company's bloated overhead
structure to better match its realistic revenue generation capabilities to
ensure cash preservation. The ultimate goal is for a profit-oriented
discipline to take hold throughout the organization.
3.Shift the Company's sales structure to focus primary selling activity
through a well-established distribution network. Except for a few sales
executives necessary to maintain and sell key customer accounts (almost
entirely in the USA), this strategy will eliminate the need for much of
the existing direct sales force. It also enables maximum geographical
coverage while maintaining a flexible, variable cost structure appropriate
for Envivio's size.
4.Implement a cost restructuring plan to reduce G&A expenses to a level
closer to their pre-IPO amount. While some incremental costs are required
simply because Envivio is now a publicly-traded entity, G&A expenses have
swelled to more than $2.3 million following the IPO. As someone who has
managed a business both before and after an IPO, I see no conceivable
reason why these costs cannot return closer to their historic levels.
5.Eliminate non-core engineering activities (such as participation in
standards committees) and develop a market-driven incentive program that
ties R&D directly to the commercialization and monetization of new
6.Thoroughly examine the Company's cost of goods for opportunities to
improve the gross margin to a level north of 75%, a realistic target for a
software-oriented company like Envivio.
7.Develop a robust vendor-specific objective evidence (VSOE) methodology to
enable the Company to accelerate the recognition of revenues.
8.Implement a new investor relations program to rebuild credibility with
Wall Street. Craft a new message for shareholders (current and potential)
highlighting financial transparency, superior cost-management and a
metric-driven plan toward achieving long-term, sustainable value through
the careful implementation of key strategic initiatives.
These are initiatives I have undertaken with great success for stakeholders in
the past and I remain hopeful that you will take me up on my offer to provide
assistance now. The goal should be that the Company will become cash flow
neutral at or around current revenue levels; the Company should run its
business as if it DOES NOT have a large cash reserve.
As you know, on April 22^nd, I submitted myself as a nominee for election to
the Board of Directors at the Company's next annual meeting. It is my sincere
desire to avoid a public proxy contest where the Company would unnecessarily
spend shareholder capital fending off my bona fide efforts to make Envivio
better. I believe shareholders would see this action by the Company as costly
and disruptive to the business at a time when management should be entirely
focused on keeping costs low in an effort to minimize (preferably eliminate)
its cash burn rate.
As I mentioned earlier, I have enjoyed meeting many of you over the past few
months and truly believe we can have a dynamic relationship focused on mapping
out a plan to take full advantage of the Company's valuable assets - while
also protecting its cash balance. I remain hopeful that we will have a
productive discussion relating to my nomination notice and that we continue to
speak about creative ways to enhance long-term value for us all.
Richard A. Karp
Richard A. Karp
SOURCE Richard A. Karp
Press spacebar to pause and continue. Press esc to stop.