##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from          to
 Commission file number: 000-52076
 OMNITURE, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    87-0619936(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 550 East Timpanogos Circle
Orem, Utah 84097
(Address, including zip code, of Registrants principal executive offices)
801.722.7000
(Registrants telephone number, including area code)
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
 o þ




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##### 



OMNITURE, INC.
Form 10-Q for the Quarter Ended March 31, 2008  Table of Contents
 Page No.Part I. Financial Information
    
    
    1Item 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4. Controls and Procedures
    
    
    39Part II. Other Information
    
    
    40Item 1. Legal Proceedings
    
    
    40Item 1A. Risk Factors
    
    
    40Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    57Item 3. Defaults Upon Senior Securities
    
    
    58Item 4. Submission of Matters to a Vote of Security Holders
    
    
    58Item 5. Other Information
    
    
    58Item 6. Exhibits
    
    
    58SIGNATURES
    
    
   64EXHIBIT INDEXEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 OMNITURE, INC.
 
 Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 December 31,
    
    
    March 31,2007
    
    
    2008Assets:Current assets:Cash and cash equivalents
    
    $
    77,765
    
    
    $
    54,310Short-term investments
    
    
    56,924
    
    
    
    11,103Accounts receivable, net of allowances of $4,730 and $8,290 at
December 31, 2007 and March 31, 2008, respectively
    
    
    51,971
    
    
    
    82,086Prepaid expenses and other current assets
    
    
    3,663
    
    
    
    4,107Total current assets
    
    
    190,323
    
    
    
    151,606Property and equipment, net
    
    
    31,214
    
    
    
    46,567Intangible assets, net
    
    
    50,769
    
    
    
    154,814Goodwill
    
    
    94,960
    
    
    
    427,004Long-term investments
    
    
    
    
    
    
    20,593Other assets
    
    
    3,457
    
    
    
    2,149Total assets
    
    $
    370,723
    
    
    $
    802,733Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    6,470
    
    
    $
    21,490Accrued liabilities
    
    
    17,126
    
    
    
    27,431Current portion of deferred revenues
    
    
    42,041
    
    
    
    64,397Current portion of notes payable
    
    
    4,407
    
    
    
    4,953Current portion of capital lease obligations
    
    
    246
    
    
    
    261Total current liabilities
    
    
    70,290
    
    
    
    118,532Deferred revenues, less current portion
    
    
    1,815
    
    
    
    1,977Notes payable, less current portion
    
    
    2,948
    
    
    
    4,428Capital lease obligations, less current portion
    
    
    173
    
    
    
    145Other liabilities
    
    
    4,422
    
    
    
    20,177Commitments and contingenciesStockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    61
    
    
    
    71Additional paid-in capital
    
    
    340,424
    
    
    
    720,158Deferred stock-based compensation
    
    
    (1,182
    )
    
    
    (977
    )Accumulated other comprehensive income (loss)
    
    
    40
    
    
    
    (568
    )Accumulated deficit
    
    
    (48,268
    )
    
    
    (61,210
    )Total stockholders equity
    
    
    291,075
    
    
    
    657,474Total liabilities and stockholders equity
    
    $
    370,723
    
    
    $
    802,733
 See accompanying notes to the condensed consolidated financial statements.
 1




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##### Table of Contents



OMNITURE, INC.
 
 Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
 Three MonthsEnded March 31,2007
    
    
    2008Revenues:Subscription, license and maintenance
    
    $
    27,320
    
    
    $
    57,169Professional services and other
    
    
    1,833
    
    
    
    6,044Total revenues
    
    
    29,153
    
    
    
    63,213Cost of revenues:Subscription, license and maintenance
    
    
    9,460
    
    
    
    23,793Professional services and other
    
    
    1,278
    
    
    
    3,134Total cost of revenues
    
    
    10,738
    
    
    
    26,927Gross profit
    
    
    18,415
    
    
    
    36,286Operating expenses:Sales and marketing
    
    
    13,324
    
    
    
    31,216Research and development
    
    
    3,143
    
    
    
    9,801General and administrative
    
    
    4,386
    
    
    
    10,814Total operating expenses
    
    
    20,853
    
    
    
    51,831Loss from operations
    
    
    (2,438
    )
    
    
    (15,545
    )Interest income
    
    
    636
    
    
    
    948Interest expense
    
    
    (257
    )
    
    
    (227
    )Other expense, net
    
    
    (353
    )
    
    
    (3
    )Loss before provision for (benefit from) income taxes
    
    
    (2,412
    )
    
    
    (14,827
    )Provision for (benefit from) income taxes
    
    
    34
    
    
    
    (1,885
    )Net loss
    
    $
    (2,446
    )
    
    $
    (12,942
    )Net loss per share, basic and diluted
    
    $
    (0.05
    )
    
    $
    (0.19
    )Weighted-average number of shares, basic and diluted
    
    
    47,753
    
    
    
    69,180
 See accompanying notes to the condensed consolidated financial statements.
 2




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OMNITURE, INC.
 
 Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 Three Months EndedMarch 31,2007
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (2,446
    )
    
    $
    (12,942
    )Adjustments to reconcile net loss to net cash provided by
operating activities:Depreciation and amortization
    
    
    4,180
    
    
    
    12,216Stock-based compensation
    
    
    1,885
    
    
    
    9,151Non-cash tax benefit
    
    
    
    
    
    
    (2,308
    )Other non-cash transactions
    
    
    243
    
    
    
    (170
    )Net changes in operating assets and liabilities:Accounts receivable, net
    
    
    (7,326
    )
    
    
    (10,882
    )Prepaid expenses and other assets
    
    
    13
    
    
    
    1,872Accounts payable
    
    
    3,487
    
    
    
    13,582Accrued and other liabilities
    
    
    (1,497
    )
    
    
    (8,363
    )Deferred revenues
    
    
    4,386
    
    
    
    13,202Net cash provided by operating activities
    
    
    2,925
    
    
    
    15,358Cash flows from investing activities:Purchases of investments
    
    
    (12,000
    )
    
    
    (9,886
    )Proceeds from sales of investments
    
    
    
    
    
    
    35,799Purchases of property and equipment
    
    
    (2,302
    )
    
    
    (10,111
    )Purchases of intangible assets
    
    
    (1,628
    )
    
    
    (2,437
    )Payment related to loss on foreign currency forward contract
    
    
    (337
    )
    
    
    Business acquisitions, net of cash acquired
    
    
    (26,264
    )
    
    
    (51,870
    )Net cash used in investing activities
    
    
    (42,531
    )
    
    
    (38,505
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    659
    
    
    
    2,106Proceeds from employee stock purchase plan
    
    
    99
    
    
    
    125Repurchases of vested restricted stock
    
    
    
    
    
    
    (729
    )Proceeds from issuance of notes payable
    
    
    
    
    
    
    3,006Principal payments on notes payable and capital lease obligations
    
    
    (1,623
    )
    
    
    (5,060
    )Net cash used in financing activities
    
    
    (865
    )
    
    
    (552
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    
    
    
    
    244Net decrease in cash and cash equivalents
    
    
    (40,471
    )
    
    
    (23,455
    )Cash and cash equivalents at beginning of period
    
    
    68,287
    
    
    
    77,765Cash and cash equivalents at end of period
    
    $
    27,816
    
    
    $
    54,310
 See accompanying notes to the condensed consolidated financial statements.
 3




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Omniture, Inc.
 
 Notes to Condensed Consolidated Financial Statements
(unaudited)
 1. Description of Business and Basis of Presentation
 Description of Business
   Principles of Consolidation
  Segments
  Use of Estimates
  4




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Revenue Recognition
  Revenue
Recognition Revenue Arrangements with
Multiple Deliverables.
 
    
    there is persuasive evidence of an arrangement;
    
    the service has been provided to the customer;
    
    the collection of the fees is reasonably assured; and
    
    the amount of fees to be paid by the customer is fixed or determinable.
    Software Revenue Recognition Modification of SOP 97-2, Software Revenue
Recognition.
   5




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Comprehensive Loss
  Three MonthsEnded March 31,2007
    
    
    2008Net loss
    
    $
    (2,446
    )
    
    $
    (12,942
    )Net foreign currency translation (loss) gain
    
    
    (121
    )
    
    
    288Reclassification adjustment for realized gain on available-for-sale securities
    
    
    
    
    
    
    (18
    )Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    (879
    )Comprehensive loss
    
    $
    (2,567
    )
    
    $
    (13,551
    )
 Recently Adopted Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB Statement No. 157
 The Fair Value Option for
Financial Assets and Financial Liabilities
 Recent Accounting Pronouncements
 Business Combinations.
 Noncontrolling Interests in Consolidated
Financial Statements.
 6




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 2. Acquisitions
 Touch Clarity Limited
  Visual Sciences, Inc.
       Recognition of Liabilities in
Connection with a Purchase Business Combination.
 7




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##### Table of Contents



Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Current assets
    
    $
    37,410Property and equipment
    
    
    10,499Other assets
    
    
    160Acquired intangibles:Existing technology (3.8 year weighted-average estimated useful life)
    
    
    20,500Customer contracts and related relationships (7.3 year
weighted-average estimated useful life)
    
    
    68,500Core technology (3.5 year weighted-average estimated useful life)
    
    
    9,500Maintenance agreements and related relationships (7.0 year
weighted-average estimated useful life)
    
    
    5,700Patent license (6.6 year weighted-average estimated useful life)
    
    
    6,783Goodwill
    
    
    331,968Total assets acquired
    
    
    491,020Current liabilities
    
    
    36,315Long-term liabilities
    
    
    10,699Total liabilities assumed
    
    
    47,014Net assets acquired
    
    $
    444,006
     8




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Three Months EndedMarch 31,2007
    
    2008Revenues
    
    $
    47,683
    
    
    $
    72,846Loss from operations
    
    
    (14,255
    )
    
    
    (11,943
    )Net loss
    
    
    (15,078
    )
    
    
    (9,425
    )Net loss per share, basic and diluted
    
    $
    (0.25
    )
    
    $
    (0.13
    )
 3. Stock-based Compensation
 Equity Incentive Plans
     Employee Stock Purchase Plan
  9




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Valuation of Stock Options
 Share-Based Payment,
 Share-Based Payment
     Three MonthsEnded March 31,2007
    
    2008Expected volatility
    
    
    60
    %
    
    
    52
    %Expected term (in years)
    
    
    4.0-6.1
    
    
    
    3.8Risk-free interest rate
    
    
    4.5%-4.8
    %
    
    
    2.1%-2.5
    %Expected dividends
    
    
    
    
    
    
    
 10




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Stock Option Activity
  Weighted-AverageNumber of
    
    Weighted-
    
    RemainingShares Subject
    
    Average
    
    Contractual
    
    AggregateTo Outstanding
    
    Exercise Price
    
    Term
    
    IntrinsicEquity Awards
    
    Per Share
    
    (in Years)
    
    Value(2)(in thousands)Outstanding at January 1, 2008
    
    
    10,130,803
    
    
    $
    10.51Granted
    
    
    2,248,688
    
    
    
    23.95Assumed in connection with
the acquisition of
Visual Sciences
    
    
    1,749,500
    
    
    
    23.91Exercised
    
    
    (622,871
    )
    
    
    7.07Canceled
    
    
    (373,161
    )
    
    
    29.06Outstanding at March 31, 2008
    
    
    13,132,959
    
    
    
    14.23
    
    
    
    8.1
    
    
    $
    128,873Vested and expected to vest at
March 31, 2008(1)
    
    
    9,094,911
    
    
    
    17.54
    
    
    
    8.7
    
    
    
    60,927Exercisable at March 31, 2008
    
    
    3,581,266
    
    
    
    10.95
    
    
    
    6.7
    
    
    
    46,652
 
 (1)
    
    Includes only stock option awards granted since January 1, 2006, which are subject
to the provisions of SFAS No. 123R and stock options assumed or substituted in connection with
business acquisitions.(2)
    
    The aggregate intrinsic value is calculated as the difference between the exercise
price of the underlying stock option awards and the closing market price of the Companys
common stock at March 31, 2008.  Three MonthsEnded March 31,2007
    
    2008Weighted-average, grant-date fair value of stock options granted
    
    $
    10.97
    (1)
    
    $
    10.81
    (2)Weighted-average exercise price of stock options granted
    
    
    17.64
    (1)
    
    
    23.93
    (2)Aggregate intrinsic value of stock options exercised (in thousands) (3)
    
    
    10,698
    
    
    
    16,295Weighted-average, grant-date fair value of stock options forfeited (4)
    
    $
    10.63
    
    
    $
    12.70Number of stock options forfeited (4)
    
    
    55,767
    
    
    
    356,079
 
 (1)
    
    Includes the stock options substituted in connection with the acquisition of Touch
Clarity that had a weighted-average fair value of $12.02 and a weighted-average exercise price
of $0.79.(2)
    
    Includes the stock options assumed in connection with the acquisition of Visual
Sciences that had a weighted-average fair value of $11.93 and a weighted-average exercise
price of $23.91.(3)
    
    The aggregate intrinsic value of stock option awards exercised is measured as the
difference between the exercise price and the market price of the Companys common stock at
the date of exercise.(4)
    
    Includes only stock options granted since January 1, 2006, which are subject to the
provisions of SFAS No. 123R and stock options assumed or substituted in connection with
business acquisitions. 11




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 Deferred Stock-based Compensation
  Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)
  Weighted-AverageNumber of
    
    Grant-DateShares
    
    Fair ValueUnvested RSUs at December 31, 2007
    
    
    225,000
    
    
    $
    33.29Granted
    
    
    588,631
    
    
    
    24.17Unvested RSAs assumed in the Visual Sciences acquisition
    
    
    125,773
    
    
    
    24.09Vested
    
    
    (87,200
    )
    
    
    31.74Forfeited
    
    
    (94,865
    )
    
    
    31.00Unvested RSUs and RSAs at March 31, 2008
    
    
    757,339
    
    
    
    25.14
  Repurchases of Vested Restricted Stock
  Stock-based Compensation Expense
  Three MonthsEnded March 31,2007
    
    
    2008Cost of subscription, license and maintenance revenues
    
    $
    293
    
    
    $
    1,627Cost of professional services and other revenues
    
    
    104
    
    
    
    259Sales and marketing
    
    
    675
    
    
    
    3,158Research and development
    
    
    383
    
    
    
    2,328General and administrative
    
    
    430
    
    
    
    1,779$
    1,885
    
    
    $
    9,151
 12




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 4. Concentrations of Credit Risk and Significant Customers
    Three MonthsEnded March 31,2007
    
    
    2008Revenues from customers within the United States
    
    $
    22,548
    
    
    $
    46,084Revenues from customers outside the United States
    
    
    6,605
    
    
    
    17,129Total revenues
    
    $
    29,153
    
    
    $
    63,213Revenues from customers outside the United States as a percentage of total revenues
    
    
    23
    %
    
    
    27
    %
 5. Net Loss Per Share
  Three MonthsEnded March 31,2007
    
    
    2008Numerator:Net loss
    
    $
    (2,446
    )
    
    $
    (12,942
    )Denominator:Weighted-average common shares outstanding
    
    
    48,624
    
    
    
    69,537Weighted-average common shares outstanding subject to repurchase
    
    
    (871
    )
    
    
    (357
    )Denominator for basic and diluted net loss per share
    
    
    47,753
    
    
    
    69,180
  Three MonthsEnded March 31,2007
    
    2008Common shares outstanding subject to repurchase
    
    
    858
    
    
    
    349Employee stock awards
    
    
    5,567
    
    
    
    4,443Warrants
    
    
    241
    
    
    
    242Unvested restricted stock awards and restricted stock units
    
    
    
    
    
    
    21
 13




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
 6. Balance Sheet Accounts
 Property and Equipment
  December 31,
    
    
    March 31,2007
    
    
    2008Computers, equipment and software
    
    $
    63,791
    
    
    $
    83,091Furniture and fixtures
    
    
    1,117
    
    
    
    2,180Leasehold improvements
    
    
    1,723
    
    
    
    2,37466,631
    
    
    
    87,645Less: Accumulated depreciation and amortization
    
    
    (35,417
    )
    
    
    (41,078
    )$
    31,214
    
    
    $
    46,567
 Goodwill and Intangible Assets
  Balance at December 31, 2007
    
    $
    94,960Goodwill related to Visual Sciences acquisition
    
    
    331,968Net adjustments to goodwill related to 2007 acquisitions
    
    
    76Balance at March 31, 2008
    
    $
    427,004
  December 31, 2007Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    31,100
    
    
    $
    2,433
    
    
    $
    28,667Customer contracts and related relationships
    
    
    13,300
    
    
    
    998
    
    
    
    12,302Patent licenses
    
    
    11,824
    
    
    
    2,969
    
    
    
    8,855Other
    
    
    1,777
    
    
    
    1,157
    
    
    
    620Non-compete agreements
    
    
    600
    
    
    
    275
    
    
    
    325$
    58,601
    
    
    $
    7,832
    
    
    $
    50,769
 March 31, 2008Gross Carrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountPurchased technology
    
    $
    61,100
    
    
    $
    5,941
    
    
    $
    55,159Customer contracts and related relationships
    
    
    81,800
    
    
    
    3,422
    
    
    
    78,378Patent licenses
    
    
    18,607
    
    
    
    3,653
    
    
    
    14,954Maintenance agreements
    
    
    5,700
    
    
    
    166
    
    
    
    5,534Other
    
    
    1,777
    
    
    
    1,238
    
    
    
    539Non-compete agreements
    
    
    600
    
    
    
    350
    
    
    
    250$
    169,584
    
    
    $
    14,770
    
    
    $
    154,814
  14




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Remaining nine months in 2008
    
    $
    23,6542009
    
    
    31,1622010
    
    
    24,6832011
    
    
    24,0962012
    
    
    20,928Thereafter
    
    
    30,291$
    154,814
 Other Liabilities
  December 31,
    
    
    March 31,2007
    
    
    2008Deferred tax liabilities
    
    $
    4,047
    
    
    $
    16,892Other liabilities
    
    
    375
    
    
    
    3,285$
    4,422
    
    
    $
    20,177
 7. Notes Payable
  Interest
    
    
    Final Maturity
    
    
    December 31,
    
    
    March 31,Rate
    
    
    Date
    
    
    2007
    
    
    2008Draw on revolving line of credit
    
    variable rate
    
    Aug. 2008
    
    $
    500
    
    
    $
    500Draw on second equipment
facility
    
    
    7.55
    
    
    Jan. 2009
    
    
    722
    
    
    
    555Draw on second equipment
facility
    
    
    7.77
    
    
    Feb. 2009
    
    
    428
    
    
    
    336Draw on second equipment
facility
    
    
    8.03
    
    
    Mar. 2009
    
    
    833
    
    
    
    667Draw on second equipment
facility
    
    
    8.38
    
    
    April 2009
    
    
    962
    
    
    
    782Draw on second equipment
facility
    
    
    8.79
    
    
    June 2009
    
    
    1,172
    
    
    
    976Draw on second equipment
facility
    
    
    7.25
    
    
    Dec. 2011
    
    
    2,364
    
    
    
    2,236Draw on second equipment
facility
    
    
    6.00
    
    
    Mar. 2012
    
    
    
    
    
    
    3,007Bank note payable
    
    
    9.07
    
    
    April 2010
    
    
    310
    
    
    
    279Other notes payable
    
    variable rate
    
    May 2009
    
    
    64
    
    
    
    437,355
    
    
    
    9,381Less: current portion
    
    
    
    
    
    
    
    
    
    
    (4,407
    )
    
    
    (4,953
    )Notes payable, excluding
current portion
    
    
    
    
    
    
    
    
    
    $
    2,948
    
    
    $
    4,428
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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
     Year Ending December 31,Remaining nine months in 2008
    
    $
    3,9372009
    
    
    2,3582010
    
    
    1,4092011
    
    
    1,4672012
    
    
    210$
    9,381
 Note 8. Fair Value Measurements
 Fair Value Measurements
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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  Fair Value Measurements at March 31, 2008 UsingQuoted Pricesin Active
    
    
    SignificantMarkets For
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    UnobservableAssets
    
    
    Inputs
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    TotalCash equivalents:Money market funds
    
    $
    6,874
    
    
    $
    
    
    
    $
    
    
    
    $
    6,874U.S. Treasury Bills
    
    
    19,993
    
    
    
    
    
    
    
    
    
    
    
    19,993Corporate debt securities
    
    
    
    
    
    
    4,986
    
    
    
    
    
    
    
    4,986Short-term investments:Corporate debt securities
    
    
    
    
    
    
    9,920
    
    
    
    
    
    
    
    9,920Mortgage-backed securities
    
    
    
    
    
    
    1,183
    
    
    
    
    
    
    
    1,183Long-term investments:Auction rate securities
    
    
    
    
    
    
    
    
    
    
    20,593
    
    
    
    20,593$
    26,867
    
    
    $
    16,089
    
    
    $
    20,593
    
    
    $
    63,549
  Auction RateSecuritiesBeginning balance at January 1, 2008
    
    $
    Transfers in to Level 3
    
    
    21,500Unrealized
losses included in other comprehensive loss
    
    
    (907
    )Ending balance at March 31, 2008
    
    $
    20,593Total unrealized losses for the period included in other
comprehensive loss attributable to the change in fair value
relating to assets still held at March 31, 2008
    
    $
    (907
    )
   17




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
  9. Income Taxes
 Interim
Financial Reporting Accounting for Income Taxes in Interim
Periods
 Accounting for Uncertainty in Income Taxes
   10. Commitments and Contingencies
 Litigation Settlement
  Leases
  18




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
   December 31,
    
    
    March 31,2007
    
    
    2008Gross
    
    $
    925
    
    
    $
    858Less accumulated amortization
    
    
    (389
    )
    
    
    (351
    )Net carrying amount
    
    $
    536
    
    
    $
    507
  Capital
    
    
    OperatingYear ending December 31,
    
    Leases
    
    
    LeasesRemaining nine months in 2008
    
    $
    229
    
    
    $
    8,2912009
    
    
    182
    
    
    
    11,0032010
    
    
    27
    
    
    
    9,2002011
    
    
    
    
    
    
    4,862Thereafter
    
    
    
    
    
    
    5,147Total minimum lease payments
    
    
    438
    
    
    $
    38,503Less: imputed interest
    
    
    (32
    )Present value of minimum lease payments
    
    
    406Less: current portion
    
    
    (261
    )Capital lease obligations, less current portion
    
    $
    145
   Indemnification
  Warranties
  19




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Omniture, Inc.
Notes to Condensed Consolidated Financial Statements-(Continued)
(unaudited)
   Other Legal Matters
  20




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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
      Overview
  21




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Acquisition of Visual Sciences, Inc.
  22




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How We Generate Revenues
  Subscription, License and Maintenance Revenues
     23




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Software Revenue Recognition
 Professional Services and Other Revenues
   Indirect Sales
  Cost of Revenues and Operating Expenses
 Cost of Revenues
  24




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Operating Expenses
      Trends in Our Business and Results of Operations
    25




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Share-Based Payment
 26




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Results of Operations
  Three MonthsEnded March 31,2007
    
    2008Revenues:Subscription, license and maintenance
    
    
    94
    %
    
    
    90
    %Professional services and other
    
    
    6
    
    
    
    10Total revenues
    
    
    100
    
    
    
    100Cost of revenues:Subscription, license and maintenance
    
    
    33
    
    
    
    38Professional services and other
    
    
    4
    
    
    
    5Total cost of revenues
    
    
    37
    
    
    
    43Gross margin
    
    
    63
    
    
    
    57Operating expenses:Sales and marketing
    
    
    45
    
    
    
    49Research and development
    
    
    11
    
    
    
    16General and administrative
    
    
    15
    
    
    
    17Total operating expenses
    
    
    71
    
    
    
    82Loss from operations
    
    
    (8
    )
    
    
    (25
    )Interest income
    
    
    2
    
    
    
    2Interest expense
    
    
    (1
    )
    
    
    Other expense
    
    
    (1
    )
    
    
    Loss before
provision for (benefit from) income taxes
    
    
    (8
    )
    
    
    (23
    )Provision for (benefit from) income taxes
    
    
    
    
    
    
    (3
    )Net loss
    
    
    (8
    )%
    
    
    (20
    )%
 Revenues
 Three MonthsEnded March 31,2007
    
    
    2008
    
    
    % Change(in thousands)Subscription, license and maintenance
    
    $
    27,320
    
    
    $
    57,169
    
    
    
    109
    %Professional services and other
    
    
    1,833
    
    
    
    6,044
    
    
    
    230Total revenues
    
    $
    29,153
    
    
    $
    63,213
    
    
    
    117
    %
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Three MonthsEnded March 31,2007
    
    
    2008
    
    
    % Change(in thousands)Revenues from customers within the United States
    
    $
    22,548
    
    
    $
    46,084
    
    
    
    104
    %Revenues from customers outside the United States
    
    
    6,605
    
    
    
    17,129
    
    
    
    159Total revenues
    
    $
    29,153
    
    
    $
    63,213
    
    
    
    117
    %Revenues from customers outside the United States as a percentage of total revenues
    
    
    23
    %
    
    
    27
    %
  Cost of Revenues
 Three MonthsEnded March 31,2007
    
    
    2008
    
    
    % Change(in thousands)Subscription, license and maintenance
    
    $
    9,460
    
    
    $
    23,793
    
    
    
    152
    %Professional services and other
    
    
    1,278
    
    
    
    3,134
    
    
    
    145Total cost of revenues
    
    $
    10,738
    
    
    $
    26,927
    
    
    
    151
    %
  Three MonthsEnded March 31,2007
    
    2008Subscription, license and maintenance
    
    
    35
    %
    
    
    42
    %Professional services and other
    
    
    70
    %
    
    
    52
    %
  28




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Operating Expenses
 Three MonthsEnded March 31,2007
    
    
    2008
    
    
    % Change(in thousands)Sales and marketing
    
    $
    13,324
    
    
    $
    31,216
    
    
    
    134
    %Research and development
    
    
    3,143
    
    
    
    9,801
    
    
    
    212General and administrative
    
    
    4,386
    
    
    
    10,814
    
    
    
    147Total operating expenses
    
    $
    20,853
    
    
    $
    51,831
    
    
    
    149
    %
 Sales and Marketing
  Research and Development
  General and Administrative
  29




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Stock-based Compensation
  Three MonthsEnded March 31,2007
    
    
    2008Cost of subscription, license and maintenance revenues
    
    $
    293
    
    
    $
    1,627Cost of professional services and other revenues
    
    
    104
    
    
    
    259Sales and marketing
    
    
    675
    
    
    
    3,158Research and development
    
    
    383
    
    
    
    2,328General and administrative
    
    
    430
    
    
    
    1,779Total stock-based compensation
    
    $
    1,885
    
    
    $
    9,151
  Share-Based Payment
 Interest Income, Interest Expense and Other (Expense) Income, Net
 Three MonthsEnded March 31,2007
    
    
    2008(in thousands)Interest income
    
    $
    636
    
    
    $
    948Interest expense
    
    
    (257
    )
    
    
    (227
    )Other expense, net
    
    
    (353
    )
    
    
    (3
    )
   30




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Provision for (benefit from) Income Taxes
 Three MonthsEnded March 31,2007
    
    2008(in thousands)Provision for (benefit from) income taxes
    
    $
    34
    
    
    $
    (1,885
    )
  Liquidity and Capital Resources
   Operating Activities
   Investing Activities
   31




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Financing Activities
  Other Factors Affecting Liquidity and Capital Resources
       32




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Acquisition of Touch Clarity Limited
  Acquisition of Visual Sciences, Inc.
    33




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Off-balance Sheet Arrangements
   Accounting for Leases
     Critical Accounting Policies
   34




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Revenue Recognition
 Revenue Recognition Revenue Arrangements with Multiple Deliverables.
 
    
    there is persuasive evidence of an arrangement;
    
    the service has been provided to the customer;
    
    the collection of the fees is reasonably assured; and
    
    the amount of fees to be paid by the customer is fixed or determinable.
     Software Revenue Recognition Modification of SOP 97-2, Software Revenue Recognition
 Allowances for Accounts Receivable
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Business Combinations and Impairment of Long-lived and Intangible Assets, Including Goodwill
  Accounting for the Impairment and Disposal of Long-Lived Assets.
 Goodwill and Other Intangible Assets
  Stock-based Compensation
 Accounting for Stock Issued to Employees Accounting for Certain Transactions Involving Stock Compensation, an
Interpretation of APB Opinion No. 25 Accounting for Stock-Based Compensation, Accounting for Stock-Based CompensationTransition and Disclosure
   
    
    Estimated volatility is a measure of the amount by which our stock price is expected
to fluctuate each year during the expected life of the award. Our estimated volatility
through December 31, 2007 was based on an average of the historical volatility of peer
entities whose stock prices were publicly available. Effective January 1, 2008, we
changed our methodology for estimating our volatility and now use a weighted-average
volatility based on 50% of our actual
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historical volatility since our initial public offering in 2006 and 50% of the average
historical stock volatilities of similar entities. Our calculation of estimated
volatility is based in part on historical stock prices of these peer entities over a
period equal to the expected life of the awards. We continue to use the historical
volatility of peer entities due to the lack of sufficient historical data of our stock
price since our initial public offering in 2006. Our estimated volatility may increase
or decrease depending on the changes in our peer entities historical stock prices,
changes in the composition of the peer entity group and changes to the expected term of
our stock option awards. An increase in the estimated volatility would result in an
increase to our stock-based compensation expense.
    
    The expected term represents the period of time that awards granted are expected to
be outstanding. Through December 31, 2007, we calculated the expected term as the
average of the contractual term and the vesting period. Effective January 1, 2008, we
began calculating the expected term based on several factors surrounding our stock
option awards, including the strike price in relation to the current and expected stock
price, the minimum vest period and the remaining contractual period. An increase in the
expected term would result in an increase to our stock-based compensation expense.
    
    The risk-free interest rate is based on the yield curve of a zero-coupon
U.S. Treasury bond on the date the stock option award is granted with a maturity equal
to the expected term of the stock option award. An increase in the risk-free interest
rate would result in an increase to our stock-based compensation expense.
   Income Taxes
 Accounting for Uncertainty in Income
Taxes  An Interpretation of FASB Statement No. 109 Accounting for Income Taxes,
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Recently Adopted Accounting Pronouncements
 Fair Value Measurements Effective Date
of FASB Statement No. 157
 The Fair Value Option for Financial Assets
and Financial Liabilities
 Recent Accounting Pronouncements
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements
 
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
 Foreign Currency Exchange Risk
   Interest Rate Sensitivity
  38




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ITEM 4. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Changes in Internal Control Over Financial Reporting
  39




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PART II. OTHER INFORMATION
 
 ITEM 1. Legal Proceedings
  
 ITEM 1A. Risk Factors
  Risks Related to Our Business
 We have a history of significant net losses, may incur significant net losses in the future and
may not achieve or maintain profitability.
  Our quarterly results of operations may fluctuate in the future. As a result, we may fail to meet
or exceed the expectations of securities analysts or investors, which could cause our stock price
to decline.
  
    
    our ability to increase sales to existing customers and attract new customers;
    
    the addition or loss of large customers;
    
    the timing of implementation of new or additional services by our customers;
    
    the amount and timing of operating costs and capital expenditures related to the
maintenance and expansion of our business, operations and infrastructure;
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
    
    the timing and success of new product and service introductions by us or our competitors
or any other change in the competitive dynamics of our industry, including consolidation
among our competitors or our strategic partners;
    
    our ability to integrate acquired products and services into our online business
optimization platform or migrate existing customers of companies we have acquired to our
products and services;
    
    seasonal variations in the demand for our services and the implementation cycles for our
new customers;
    
    levels of revenues from our larger customers, which have lower per transaction pricing
due to higher transaction commitments;
    
    changes in our pricing policies or those of our competitors;
    
    service outages or security breaches;
    
    the extent to which any of our significant customers or the significant customers of the
companies that we have acquired terminate their service agreements with us or reduce the
number of transactions from which we capture data pursuant to their service agreements;
    
    the purchasing and budgeting cycles of our customers;
    
    limitations of the capacity of our network and systems;
    
    the timing of expenses associated with the addition of new employees to support the growth in our business;
    
    the timing of expenses related to the development or acquisition of technologies, services or businesses;
    
    potential goodwill and intangible asset impairment charges associated with acquired businesses;
    
    potential foreign currency exchange losses associated with transactions denominated in foreign currencies;
    
    expenses associated with the management or growth of our increasingly international operations;
    
    general economic, industry and market conditions and those conditions specific to Internet usage and online businesses; and
    
    geopolitical events such as war, threat of war or terrorist actions.
  We have derived a substantial majority of our subscription revenues from sales of our Omniture
SiteCatalyst service. If our Omniture SiteCatalyst service is not widely accepted by new
customers, our operating results will be harmed.
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If we are unable to develop or acquire new services, or if the new services that we develop or
acquire do not achieve market acceptance, our revenue growth will be harmed.
  Our business depends substantially on customers renewing their subscriptions for our online
business optimization services. Any decline in our customer renewals would harm our future
operating results.
  If we do not successfully integrate our recent acquisitions, or if we do not otherwise achieve
the expected benefits of the acquisitions, our growth rate may decline and our operating results
may be materially harmed.
  
    
    failure to successfully manage relationships with customers and other important relationships;
    
    failure of customers to accept new services or to continue using the products and services of the combined company;
    
    difficulties in successfully integrating the management teams and employees of the
acquired companies, particularly those of Visual Sciences and Offermatica;
    
    challenges encountered in managing larger, more geographically dispersed operations;
    
    loss of key employees;
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
    
    diversion of the attention of management from other ongoing business concerns;
    
    potential incompatibility of technologies and systems;
    
    potential impairment charges incurred to write down the carrying amount of intangible
assets generated as a result of the acquisitions; and
    
    potential incompatibility of business cultures.
  If we are unable to attract new customers or to sell additional services to our existing
customers, our revenue growth will be adversely affected.
  The significant network equipment requirements of our business model make it more difficult to
achieve positive cash flow and profitability if we continue to grow rapidly.
  Our growth depends upon our ability to add new and retain existing large customers; however, to
the extent we are successful in doing so, our gross margins and ability to achieve profitability
and positive cash flow may be impaired.
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Because we recognize subscription revenue over the term of the applicable agreement, the lack of
subscription renewals or new service agreements may not immediately be reflected in our operating
results.
  We have limited experience with respect to our pricing model and if the prices we charge for our
services are unacceptable to our customers, our revenues and operating results may experience
volatility or be harmed.
  The market for on-demand services, in general, and for online business optimization services, in
particular, is at an early stage of development, and if it does not develop or develops more
slowly than we expect, our business will be harmed.
  
    
    the security capabilities, reliability and availability of on-demand services;
    
    customer concerns with entrusting a third party to store and manage their data;
    
    public concern regarding privacy;
    
    the enactment of laws or regulations that restrict our ability to provide
existing or new services to customers in the U.S. or internationally;
    
    the level of customization or configuration we offer;
    
    our ability to maintain high levels of customer satisfaction;
    
    our ability to provide reports in real time during periods of intense activity on customer
Web sites;
    
    the price, performance and availability of competing products and services;
    
    the rate of continued growth in online commerce and online advertising; and
    
    the current and possible future imposition by federal, state and local agencies
of taxes on goods and services that are provided over the Internet.
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We operate in a highly competitive market, which could make it difficult for us to acquire and
retain customers.
   
    
    companies, such as Coremetrics, Inc., Google Inc., Microsoft Corporation, Nedstat
Ltd., Yahoo! Inc., which has entered into an agreement to acquire Tensa Kft., more
commonly known as IndexTools, and WebTrends Inc. that offer on-demand services;
    
    software vendors, such as Epiphany, Inc. (acquired by SSA Global), NetRatings,
Inc., Unica Corporation and SAS Institute, Inc.;
    
    online marketing service providers, such as aQuantive, Inc. (acquired by
Microsoft), DoubleClick Inc. (acquired by Google) and 24/7 Real Media, Inc. (acquired by
WPP Group plc); and
    
    multivariate testing providers, such as Optimost LLC (acquired by Interwoven),
Memetrics (acquired by Accenture), Kefta Inc. (acquired by Acxiom Digital) and [x + 1].
   
    
    absorb costs associated with providing their products at a lower price;
    
    devote more resources to new customer acquisitions;
    
    respond to evolving market needs more quickly than we can; and
    
    finance more research and development activities to develop better services.
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We rely on a small number of third-party service providers to host and deliver our services, and
any interruptions or delays in services from these third parties could impair the delivery of our
services and harm our business.
     If we fail to respond to rapidly changing technological developments or evolving industry
standards, our services may become obsolete or less competitive.
  We have experienced rapid growth in recent periods organically and through acquisitions. If we
fail to manage our growth effectively, we may be unable to execute our business plan, maintain
high levels of service or address competitive challenges adequately.
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We intend to continue making acquisitions of, or investments in, other companies and
technologies, which could divert our managements attention, result in additional dilution to our
stockholders and otherwise disrupt our operations and harm our operating results.
    
    
    issue additional equity securities that would dilute our stockholders;
    
    use a substantial portion of our cash resources that we may need in the future to
operate our business;
    
    incur debt on terms unfavorable to us or that we are unable to repay;
    
    assume or incur large charges or substantial liabilities, including payments to
NetRatings under our agreements with it;
    
    encounter difficulties retaining key employees of the acquired company or
integrating diverse business cultures;
    
    become subject to adverse accounting or tax consequences, substantial
depreciation, amortization, impairment or deferred compensation charges;
    
    make severance payments and provide additional compensation to executives and
other personnel;
    
    incur charges related to the elimination of duplicative facilities or resources;
    
    incur legal, accounting and financial advisory fees, regardless of whether the
transaction is completed; and
    
    become subject to intellectual property or other litigation.
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Failure to effectively expand our sales and marketing capabilities could harm our ability to
increase our customer base and achieve broader market acceptance of our services.
  Our growth depends in part on the success of our strategic relationships with third parties,
including technology integration, channel partners and resellers of our services.
  Because our long-term success depends, in part, on our ability to expand the sales of our
services to customers located outside of the United States, our business will be susceptible to
risks associated with international operations.
  
    
    fluctuations in currency exchange rates;
    
    unexpected changes in foreign regulatory requirements;
    
    longer accounts receivable payment cycles and difficulties in collecting accounts
receivable;
    
    difficulties in managing and staffing international operations;
    
    potentially adverse tax consequences, including the complexities of foreign value
added tax systems and restrictions on the repatriation of earnings;
    
    localization of our services, including translation into foreign languages and
associated expenses;
    
    dependence on certain third parties to increase customer subscriptions;
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
    
    the burdens of complying with a wide variety of foreign laws and different legal
standards, including laws and regulations related to privacy;
    
    increased financial accounting and reporting burdens and complexities;
    
    political, social and economic instability abroad, terrorist attacks and security
concerns in general; and
    
    reduced or varied protection for intellectual property rights in some countries.
     We may be liable to our customers and may lose customers if we provide poor service, if our
services do not comply with our agreements or if we are unable to collect customer data or
otherwise lose customer data.
   A rapid expansion of our network and systems could cause us to lose customer data or cause our
network or systems to fail.
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If a third party asserts that we are infringing its intellectual property, whether successful or
not, it could subject us to costly and time-consuming litigation or expensive licenses, and our
business may be harmed.
     The success of our business depends in large part on our ability to protect and enforce our
intellectual property rights.
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We rely on our management team and need additional personnel to grow our business, and the loss
of one or more key employees or the inability to attract and retain qualified personnel could
harm our business.
  Material defects or errors in our software we use to deliver our services could harm our
reputation, result in significant costs to us and impair our ability to sell our services.
  
    
    lost or delayed market acceptance and sales of our services;
    
    sales credits or refunds to our customers;
    
    loss of customers;
    
    diversion of development resources;
    
    injury to our reputation; and
    
    increased warranty and insurance costs.
  Changes in financial accounting standards or practices may cause adverse, unexpected financial
reporting fluctuations and affect our reported results of operations.
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We might require additional capital to support business growth, and this capital might not be
available on acceptable terms, or at all.
  If we fail to maintain proper and effective internal controls, our ability to produce accurate
financial statements could be impaired, which could adversely affect our operating results, our
ability to operate our business and investors views of us.
   Our net operating loss carryforwards may expire unutilized, which could prevent us from
offsetting future taxable income.
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If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork
and focus that we believe our culture fosters, and our business may be harmed.
  Our investments in auction rate securities are subject to risks which may adversely affect our
liquidity and cause losses.
  Risks Related to Our Industry
 Widespread blocking or erasing of cookies or other limitations on our ability to use cookies or
other technologies that we employ may impede our ability to collect information and reduce the
value of our services.
   We interact with consumers through our customers, so we may be held accountable for our
customers handling of the consumers personal information.
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Domestic or foreign laws or regulations may limit our ability to collect and use Internet user
information, resulting in a decrease in the value of our services and having an adverse impact on
the sales of our services.
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We may face liability for the unauthorized disclosure or theft of private information, which
could expose us to liabilities and harm our stock price.
  We may face public relations problems as a result of violations of privacy laws and perceived
mistreatment of personal information, and these public relations problems may harm our reputation
and thereby lead to a reduction in customers and lower revenues.
  Internet-related and other laws could adversely affect our business.
  Risks Related to the Securities Markets and Ownership of Our Common Stock
 The trading price of our common stock may be subject to significant fluctuations and volatility,
and our stockholders may be unable to resell their shares at a profit.
  
    
    price and volume fluctuations in the overall stock market from time to time;
    
    significant volatility in the market price and trading volume of technology
companies in general, and companies in our industry;
    
    macroeconomic trends and developments;
    
    actual or anticipated changes in our results of operations or fluctuations in our
operating results;
    
    actual or anticipated changes in the expectations of investors or securities
analysts, including changes in financial estimates or investment recommendations by
securities analysts who follow our business;
    
    speculation in the press or investment community;
 55




---



##### Table of Contents




    
    technological advances or introduction of new products by us or our competitors;
    
    actual or anticipated developments in our competitors businesses or the
competitive landscape generally;
    
    litigation involving us, our industry or both;
    
    regulatory developments in the United States, foreign countries or both;
    
    major catastrophic events;
    
    our sale of common stock or other securities in the future;
    
    the trading volume of our common stock, as well as sales of large blocks of our
stock; or
    
    departures of key personnel.
  If securities analysts stop publishing research or reports about our business, or if they
downgrade our stock, the price of our stock could decline.
  The concentration of our capital stock ownership with insiders will likely limit your ability to
influence the outcome of key transactions, including a change of control.
  Provisions in our certificate of incorporation and bylaws under Delaware law might discourage,
delay or prevent a change of control of our company or changes in our management and, therefore,
depress the trading price of our common stock.
  
    
    establish a classified Board of Directors so that not all members of our Board of
Directors are elected at one time;
    
    authorize the issuance of blank check preferred stock that our Board of
Directors could issue to increase the number of outstanding shares to discourage a
takeover attempt;
 56




---



##### Table of Contents




    
    prohibit stockholder action by written consent, which requires all stockholder
actions to be taken at a meeting of our stockholders;
    
    prohibit stockholders from calling a special meeting of our stockholders;
    
    provide that our Board of Directors is expressly authorized to make, alter or
repeal our bylaws; and
    
    establish advance notice requirements for nominations for elections to our Board
of Directors or for proposing matters that can be acted upon by stockholders at
stockholder meetings.
  
 ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
   Total
    
    
    
    
    
    Total Number of Shares
    
    Maximum Number ofNumber of
    
    
    
    
    
    Purchased as Part of
    
    Shares that May YetShares
    
    Average Price
    
    Publicly Announced
    
    Be Purchased underPeriod
    
    Purchased(1)
    
    Paid per Share
    
    Plans or Programs
    
    the Plans or ProgramsJanuary 1-January 31, 2008
    
    
    10,281
    
    
    $
    4.26
    
    
    
    
    
    
    
    February 1-February 29, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1-March 31, 2008
    
    
    10,725
    
    
    
    2.73
    
    
    
    
    
    
    
    Total
    
    
    21,006
    
    
    
    3.48
 
 (1)
    
    The shares included in the table above were repurchased either in connection with (i) our
exercise of the repurchase right afforded to us in connection with certain employee restricted
stock awards or (ii) the forfeiture of shares by an employee as
payment of the minimum statutory withholding taxes due upon the vesting of certain employee restricted stock
awards.   Total Number of Shares
    
    Average Price PaidPeriod
    
    Purchased
    
    per ShareJanuary 1-January 31, 2008
    
    
    1,683
    
    
    $
    26.03February 1-February 29, 2008
    
    
    
    
    
    
    March 1-March 31, 2008
    
    
    1,269
    
    
    
    23.06Total
    
    
    2,952
    
    
    
    24.75
  57




---



##### Table of Contents



ITEM 3. Defaults Upon Senior Securities
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
  
 ITEM 5. Other Information
  
 ITEM 6. Exhibits
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith2.1
    
    
    Share Purchase
Agreement, by and
among Registrant,
the Shareholders of
Touch Clarity
Limited, Paul
Phillips, Helen
Protopapas and Tim
Brown, as the
Warrantors, and
Alta Berkeley LLP
and Yehoshua Ennis
collectively as the
Shareholder
Representative,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    February 20, 20072.2
    
    
    Agreement and Plan
of Reorganization
by and among
Registrant, San
Francisco
Acquisition Corp.,
Offermatica
Corporation, Henry
Baker, as the
Stockholder
Representative and
U.S. Bank National
Association, as
Escrow Agent, dated
September 7, 2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    September 12, 20072.3
    
    
    Agreement and Plan
of Reorganization
by and among
Registrant, Voyager
Acquisition Corp
and Visual
Sciences, Inc.,
dated October 25,
2007
    
    10-Q
    
    000-52076
    
    
    2.3
    
    
    November 9, 20072.4
    
    
    Agreement and Plan
of Merger dated as
of February 1, 2006
by and among
WebSideStory, Inc.,
VS Acquisition,
LLC, Visual
Sciences, LLC and
Ned Scherer, as the
Member
Representative
    
    10-K
    
    000-52076
    
    
    2.4
    
    
    February 29, 20083.1
    
    
    Amended and
Restated
Certificate of
Incorporation of
Registrant
currently in effect
    
    10-Q
    
    000-52076
    
    
    3.1
    
    
    August 11, 20063.2
    
    
    Amended and
Restated Bylaws of
Registrant
currently in effect
    
    8-K
    
    000-52076
    
    
    3.1
    
    
    November 13, 20074.1
    
    
    Specimen Common
Stock Certificate
of Registrant
    
    S-1
    
    333-132987
    
    
    4.1
    
    
    June 22, 20064.2
    
    
    Amended and
Restated
Registration Rights
Agreement between
Registrant and
certain Holders of
Registrants Common
Stock Named
therein, dated
April 26, 2006
    
    S-1
    
    333-132987
    
    
    4.2
    
    
    June 9, 20064.3A
    
    
    Silicon Valley Bank
Second Amended and
Restated Loan and
Security Agreement,
dated January 10,
2006
    
    S-1
    
    333-132987
    
    
    4.3
    
    
    May 24, 2006
 58




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith4.3B
    
    
    Silicon Valley Bank
Second Amendment to
Second Amended and
Restated Loan and
Security Agreement,
dated May 14, 2007
    
    10-Q
    
    000-52076
    
    
    10.1
    
    
    May 15, 20074.3C
    
    
    Silicon Valley Bank
Third Amended and
Restated Loan and
Security Agreement,
dated August 17,
2007
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    August 21, 20074.4
    
    
    Registration Rights
Agreement by and
among Registrant
and certain
Shareholders of
Touch Clarity Ltd.,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    4.1
    
    
    February 20, 200710.1
    
    
    Form of
Indemnification
Agreement entered
into by and between
Registrant and its
Directors and
Officers
    
    S-1
    
    333-132987
    
    
    10.1
    
    
    May 24, 200610.2A
    
    
    1999 Equity
Incentive Plan of
Registrant, as
amended
    
    S-1
    
    333-132987
    
    
    10.2A
    
    
    April 4, 200610.2B
    
    
    Forms of Stock
Option Agreement
under the 1999
Equity Incentive
Plan
    
    S-1
    
    333-132987
    
    
    10.2B
    
    
    April 4, 200610.2C
    
    
    Form of Stock
Option Agreement
under the 1999
Equity Incentive
Plan used for Named
Executive Officers
and Non-Employee
Directors
    
    S-1
    
    333-132987
    
    
    10.2C
    
    
    June 9, 200610.3A
    
    
    2006 Equity
Incentive Plan of
Registrant
    
    10-K
    
    000-52076
    
    
    10.3A
    
    
    March 23, 200710.3B
    
    
    Forms of Stock
Option Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3B
    
    
    March 23, 200710.3C
    
    
    Form of Stock
Appreciation Right
Agreement and
related forms under
the 2006 Equity
Incentive Plan for
Non-Employee
Directors
    
    10-Q
    
    000-52076
    
    
    10.3
    
    
    May 15, 200710.3D
    
    
    Form of Restricted
Stock Unit Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-Q
    
    000-52076
    
    
    10.3D
    
    
    November 9, 200710.3E
    
    
    Form of Restricted
Stock Unit Award
Agreement -
Non-U.S.
Participants used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3E
    
    
    February 29, 200810.4A
    
    
    Employee Stock
Purchase Plan of
the Registrant
    
    S-1
    
    333-132987
    
    
    10.4A
    
    
    April 4, 200610.4B
    
    
    Form of
Subscription
Agreement under
Employee Stock
Purchase Plan
    
    S-1
    
    333-132987
    
    
    10.4B
    
    
    April 4, 200610.5
    
    
    WebSideStory, Inc.
Amended and
Restated 2000
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.5
    
    
    February 29, 200810.6
    
    
    WebSideStory, Inc.
2004 Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.6
    
    
    February 29, 200810.6A
    
    
    Form of Restricted
Stock Award Grant
Notice and
Restricted Stock
Award Agreement
under WebSideStory,
Inc. 2004 Equity
Incentive Award
Plan
    
    10-K
    
    000-52076
    
    
    10.6A
    
    
    February 29, 2008
 59




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.7
    
    
    Avivo Corporation
1999 Equity
Incentive Plan and
Form of Option
Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.7
    
    
    February 29, 200810.8
    
    
    WebSideStory, Inc.
2006 Employment
Commencement Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 200810.9A
    
    
    2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.9
    
    
    February 1, 200810.9B
    
    
    Form of Stock
Option Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.10
    
    
    February 1, 200810.9C
    
    
    Form of Restricted
Stock Unit Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.11
    
    
    February 1, 200810.10A
    
    
    2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.12
    
    
    February 1, 200810.10B
    
    
    Form of Stock
Option Award
Agreement under
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.13
    
    
    February 1, 200810.10C
    
    
    Form of Restricted
Stock Unit Award
Agreement under the
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.14
    
    
    February 1, 200810.11
    
    
    The Touch Clarity
Limited Enterprise
Management
Incentives Share
Option Plan 2002
    
    S-8
    
    333-141352
    
    
    99.5
    
    
    March 16, 200710.12
    
    
    Forms of Agreements
under The Touch
Clarity Limited
Enterprise
Management
Incentives Share
Option Plan 2002
    
    S-8
    
    333-141352
    
    
    99.6
    
    
    March 16, 200710.13
    
    
    Touch Clarity
Limited 2006 U.S.
Stock Plan
    
    S-8
    
    333-141352
    
    
    99.7
    
    
    March 16, 200710.14
    
    
    Form of Stock
Option Agreement
under Touch Clarity
Limited 2006 U.S.
Stock Plan
    
    S-8
    
    333-141352
    
    
    99.8
    
    
    March 16, 200710.15
    
    
    Amended and
Restated Employment
Agreement between
Registrant and
Joshua G. James
    
    S-1
    
    333-132987
    
    
    10.5
    
    
    June 22, 200610.16
    
    
    Separation
Agreement entered
into between
Registrant and John
R. Pestana
    
    10-Q
    
    000-52076
    
    
    10.3
    
    
    May 15, 200710.17
    
    
    Offer Letter with
Michael S. Herring,
dated October 20,
2004
    
    S-1
    
    333-132987
    
    
    10.7
    
    
    April 4, 200610.18A
    
    
    Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between the
Registrant and TCU
Properties I, LLC
    
    S-1
    
    333-132987
    
    
    10.8A
    
    
    April 4, 200610.18B
    
    
    First Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated May 6, 2004
    
    S-1
    
    333-132987
    
    
    10.8B
    
    
    April 4, 2006
 60




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.18C
    
    
    Second Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated December 8,
2004
    
    S-1
    
    333-132987
    
    
    10.8C
    
    
    April 4, 200610.18D
    
    
    Third Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated April 30,
2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18E
    
    
    Fourth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated May 31, 2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18F
    
    
    Fifth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated January 25,
2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 200610.18G
    
    
    Sixth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU-Canyon
Park, LLC,
successor in
interest to TCU
Properties I, LLC,
dated January 11,
2008
    
    10-K
    
    000-52076
    
    
    10.18G
    
    
    February 29, 200810.18H
    
    
    Seventh Amendment
to Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU-Canyon
Park, LLC,
successor in
interest to TCU
Properties I, LLC,
dated January 11,
2008
    
    10-K
    
    000-52076
    
    
    10.18H
    
    
    February 29, 200810.19
    
    
    Office Lease
between Brannan
Propco, LLC and
Registrant, dated
January 8, 2008
    
    10-K
    
    000-52076
    
    
    10.19
    
    
    February 29, 200810.20*
    
    
    Settlement and
Patent License
Agreement by and
between NetRatings,
Inc. and
Registrant, dated
February 28, 2006
    
    S-1
    
    333-132987
    
    
    10.9
    
    
    April 4, 200610.21
    
    
    NetObjects, Inc.
Warrant to Purchase
Stock, dated
March 26, 2002
    
    S-1
    
    333-132987
    
    
    10.10
    
    
    May 8, 200610.22
    
    
    Change of Control
Agreement between
Registrant and
Joshua G. James
    
    S-1
    
    333-132987
    
    
    10.12
    
    
    June 22, 2006
 61




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.23
    
    
    Form of Change of
Control Agreement
entered into
between Registrant
and each of
Brett M. Error and
Christopher C.
Harrington and John
F. Mellor
    
    S-1
    
    333-132987
    
    
    10.14
    
    
    June 22, 200610.24
    
    
    Change of Control
Agreement between
Registrant and
Michael S. Herring
    
    S-1
    
    333-132987
    
    
    10.15
    
    
    June 22, 200610.25
    
    
    Master Finance
Lease and Lease
Covenant Agreement
by and between the
Registrant and
Zions Credit
Corporation, dated
March 2, 2007
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    March 7, 200710.26*
    
    
    Settlement and
Patent
Cross-License
Agreement dated as
of August 17, 2007
by and between
Visual Sciences,
Inc. (formerly
known as
WebSideStory, Inc.)
and NetRatings,
Inc.
    
    10-K
    
    000-52076
    
    
    10.26
    
    
    February 29, 200810.27*
    
    
    Patent
Cross-License
Agreement dated
December 12, 2003
by and between
WebSideStory, Inc.
and NetIQ
Corporation
    
    10-K
    
    000-52076
    
    
    10.27
    
    
    February 29, 200810.28A
    
    
    Office Lease dated
as of August 23,
1999 by and between
WebSideStory, Inc.
and LNR Seaview,
Inc.
    
    10-K
    
    000-52076
    
    
    10.28A
    
    
    February 29, 200810.28B
    
    
    First Amendment to
Office Lease dated
as of July 3, 2001
by and between
WebSideStory, Inc.
and LNR Seaview,
Inc.
    
    10-K
    
    000-52076
    
    
    10.28B
    
    
    February 29, 200810.28C
    
    
    Second Amendment to
Office Lease dated
as of December 7,
2005 by and between
WebSideStory, Inc.
and Seaview PFG,
LLC (as assignee of
LNR Seaview, Inc.)
    
    10-K
    
    000-52076
    
    
    10.28C
    
    
    February 29, 200810.29A
    
    
    Sublease dated as
of July 3, 2001 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29A
    
    
    February 29, 200810.29B
    
    
    Amendment of
Sublease dated as
of September 10,
2003 by and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29B
    
    
    February 29, 200810.29C
    
    
    Second Amendment of
Sublease dated as
of June 14, 2006 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29C
    
    
    February 29, 200810.29D
    
    
    Third Amendment and
Assignment of
Sublease dated as
of October 8, 2007
by and among Visual
Sciences, Inc.
(formerly known as
WebSideStory,
Inc.), RF Magic,
Inc. and Entropic
Communications,
Inc.
    
    10-K
    
    000-52076
    
    
    10.29D
    
    
    February 29, 200831.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification
of Chief Executive
Officer
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification
of Chief Financial
Officer
    
    
    
    
    
    
    
    
    
    
    
    X
 62




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##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith32.1
    
    
    Section 1350
Certifications of
Chief Executive
Officer and Chief
Financial Officer
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    The Securities and Exchange Commission has granted confidential treatment with respect to
portions of this exhibit. A complete copy of this exhibit has been filed separately with the
Commission. 63




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##### Table of Contents



SIGNATURES
  OMNITURE, INC.
(Registrant)Date: May 8, 2008
    /s/ Joshua G. JamesJoshua G. JamesPresident and Chief Executive Officer
(Principal Executive Officer)Date: May 8, 2008
    /s/ Michael S. HerringMichael S. HerringChief Financial Officer and Executive Vice
President (Principal Financial Officer) 64




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##### Table of Contents



INDEX TO EXHIBITS
 Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith2.1
    
    
    Share Purchase
Agreement, by and
among Registrant,
the Shareholders of
Touch Clarity
Limited, Paul
Phillips, Helen
Protopapas and Tim
Brown, as the
Warrantors, and
Alta Berkeley LLP
and Yehoshua Ennis
collectively as the
Shareholder
Representative,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    February 20, 20072.2
    
    
    Agreement and Plan
of Reorganization
by and among
Registrant, San
Francisco
Acquisition Corp.,
Offermatica
Corporation, Henry
Baker, as the
Stockholder
Representative and
U.S. Bank National
Association, as
Escrow Agent, dated
September 7, 2007
    
    8-K
    
    000-52076
    
    
    2.1
    
    
    September 12, 20072.3
    
    
    Agreement and Plan
of Reorganization
by and among
Registrant, Voyager
Acquisition Corp
and Visual
Sciences, Inc.,
dated October 25,
2007
    
    10-Q
    
    000-52076
    
    
    2.3
    
    
    November 9, 20072.4
    
    
    Agreement and Plan
of Merger dated as
of February 1, 2006
by and among
WebSideStory, Inc.,
VS Acquisition,
LLC, Visual
Sciences, LLC and
Ned Scherer, as the
Member
Representative
    
    10-K
    
    000-52076
    
    
    2.4
    
    
    February 29, 20083.1
    
    
    Amended and
Restated
Certificate of
Incorporation of
Registrant
currently in effect
    
    10-Q
    
    000-52076
    
    
    3.1
    
    
    August 11, 20063.2
    
    
    Amended and
Restated Bylaws of
Registrant
currently in effect
    
    8-K
    
    000-52076
    
    
    3.1
    
    
    November 13, 20074.1
    
    
    Specimen Common
Stock Certificate
of Registrant
    
    S-1
    
    333-132987
    
    
    4.1
    
    
    June 22, 20064.2
    
    
    Amended and
Restated
Registration Rights
Agreement between
Registrant and
certain Holders of
Registrants Common
Stock Named
therein, dated
April 26, 2006
    
    S-1
    
    333-132987
    
    
    4.2
    
    
    June 9, 20064.3A
    
    
    Silicon Valley Bank
Second Amended and
Restated Loan and
Security Agreement,
dated January 10,
2006
    
    S-1
    
    333-132987
    
    
    4.3
    
    
    May 24, 20064.3B
    
    
    Silicon Valley Bank
Second Amendment to
Second Amended and
Restated Loan and
Security Agreement,
dated May 14, 2007
    
    10-Q
    
    000-52076
    
    
    10.1
    
    
    May 15, 20074.3C
    
    
    Silicon Valley Bank
Third Amended and
Restated Loan and
Security Agreement,
dated August 17,
2007
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    August 21, 20074.4
    
    
    Registration Rights
Agreement by and
among Registrant
and certain
Shareholders of
Touch Clarity Ltd.,
dated February 14,
2007
    
    8-K
    
    000-52076
    
    
    4.1
    
    
    February 20, 2007




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.1
    
    
    Form of
Indemnification
Agreement entered
into by and between
Registrant and its
Directors and
Officers
    
    S-1
    
    333-132987
    
    
    10.1
    
    
    May 24, 200610.2A
    
    
    1999 Equity
Incentive Plan of
Registrant, as
amended
    
    S-1
    
    333-132987
    
    
    10.2A
    
    
    April 4, 200610.2B
    
    
    Forms of Stock
Option Agreement
under the 1999
Equity Incentive
Plan
    
    S-1
    
    333-132987
    
    
    10.2B
    
    
    April 4, 200610.2C
    
    
    Form of Stock
Option Agreement
under the 1999
Equity Incentive
Plan used for Named
Executive Officers
and Non-Employee
Directors
    
    S-1
    
    333-132987
    
    
    10.2C
    
    
    June 9, 200610.3A
    
    
    2006 Equity
Incentive Plan of
Registrant
    
    10-K
    
    000-52076
    
    
    10.3A
    
    
    March 23, 200710.3B
    
    
    Forms of Stock
Option Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3B
    
    
    March 23, 200710.3C
    
    
    Form of Stock
Appreciation Right
Agreement and
related forms under
the 2006 Equity
Incentive Plan for
Non-Employee
Directors
    
    10-Q
    
    000-52076
    
    
    10.3
    
    
    May 15, 200710.3D
    
    
    Form of Restricted
Stock Unit Award
Agreement used
under the 2006
Equity Incentive
Plan
    
    10-Q
    
    000-52076
    
    
    10.3D
    
    
    November 9, 200710.3E
    
    
    Form of Restricted
Stock Unit Award
Agreement -
Non-U.S.
Participants used
under the 2006
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.3E
    
    
    February 29, 200810.4A
    
    
    Employee Stock
Purchase Plan of
the Registrant
    
    S-1
    
    333-132987
    
    
    10.4A
    
    
    April 4, 200610.4B
    
    
    Form of
Subscription
Agreement under
Employee Stock
Purchase Plan
    
    S-1
    
    333-132987
    
    
    10.4B
    
    
    April 4, 200610.5
    
    
    WebSideStory, Inc.
Amended and
Restated 2000
Equity Incentive
Plan
    
    10-K
    
    000-52076
    
    
    10.5
    
    
    February 29, 200810.6
    
    
    WebSideStory, Inc.
2004 Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.6
    
    
    February 29, 200810.6A
    
    
    Form of Restricted
Stock Award Grant
Notice and
Restricted Stock
Award Agreement
under WebSideStory,
Inc. 2004 Equity
Incentive Award
Plan
    
    10-K
    
    000-52076
    
    
    10.6A
    
    
    February 29, 200810.7
    
    
    Avivo Corporation
1999 Equity
Incentive Plan and
Form of Option
Grant Agreement
    
    10-K
    
    000-52076
    
    
    10.7
    
    
    February 29, 200810.8
    
    
    WebSideStory, Inc.
2006 Employment
Commencement Equity
Incentive Award
Plan and Form of
Option Grant
Agreement
    
    10-K
    
    000-52076
    
    
    10.8
    
    
    February 29, 200810.9A
    
    
    2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.9
    
    
    February 1, 200810.9B
    
    
    Form of Stock
Option Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.10
    
    
    February 1, 2008




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.9C
    
    
    Form of Restricted
Stock Unit Award
Agreement under
2007 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.11
    
    
    February 1, 200810.10A
    
    
    2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.12
    
    
    February 1, 200810.10B
    
    
    Form of Stock
Option Award
Agreement under
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.13
    
    
    February 1, 200810.10C
    
    
    Form of Restricted
Stock Unit Award
Agreement under the
2008 Equity
Incentive Plan of
Registrant
    
    S-8
    
    333-149022
    
    
    99.14
    
    
    February 1, 200810.11
    
    
    The Touch Clarity
Limited Enterprise
Management
Incentives Share
Option Plan 2002
    
    S-8
    
    333-141352
    
    
    99.5
    
    
    March 16, 200710.12
    
    
    Forms of Agreements
under The Touch
Clarity Limited
Enterprise
Management
Incentives Share
Option Plan 2002
    
    S-8
    
    333-141352
    
    
    99.6
    
    
    March 16, 200710.13
    
    
    Touch Clarity
Limited 2006 U.S.
Stock Plan
    
    S-8
    
    333-141352
    
    
    99.7
    
    
    March 16, 200710.14
    
    
    Form of Stock
Option Agreement
under Touch Clarity
Limited 2006 U.S.
Stock Plan
    
    S-8
    
    333-141352
    
    
    99.8
    
    
    March 16, 200710.15
    
    
    Amended and
Restated Employment
Agreement between
Registrant and
Joshua G. James
    
    S-1
    
    333-132987
    
    
    10.5
    
    
    June 22, 200610.16
    
    
    Separation
Agreement entered
into between
Registrant and John
R. Pestana
    
    10-Q
    
    000-52076
    
    
    10.3
    
    
    May 15, 200710.17
    
    
    Offer Letter with
Michael S. Herring,
dated October 20,
2004
    
    S-1
    
    333-132987
    
    
    10.7
    
    
    April 4, 200610.18A
    
    
    Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between the
Registrant and TCU
Properties I, LLC
    
    S-1
    
    333-132987
    
    
    10.8A
    
    
    April 4, 200610.18B
    
    
    First Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated May 6, 2004
    
    S-1
    
    333-132987
    
    
    10.8B
    
    
    April 4, 200610.18C
    
    
    Second Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated December 8,
2004
    
    S-1
    
    333-132987
    
    
    10.8C
    
    
    April 4, 200610.18D
    
    
    Third Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated April 30,
2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 2006




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.18E
    
    
    Fourth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated May 31, 2005
    
    S-1
    
    333-132987
    
    
    10.8D
    
    
    April 4, 200610.18F
    
    
    Fifth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU
Properties I, LLC,
dated January 25,
2006
    
    S-1
    
    333-132987
    
    
    10.8F
    
    
    April 4, 200610.18G
    
    
    Sixth Amendment to
Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU-Canyon
Park, LLC,
successor in
interest to TCU
Properties I, LLC,
dated January 11,
2008
    
    10-K
    
    000-52076
    
    
    10.18G
    
    
    February 29, 200810.18H
    
    
    Seventh Amendment
to Basic Lease
Information and
Canyon Park
Technology Center
Office Building
Lease Agreement
between Registrant
and TCU-Canyon
Park, LLC,
successor in
interest to TCU
Properties I, LLC,
dated January 11,
2008
    
    10-K
    
    000-52076
    
    
    10.18H
    
    
    February 29, 200810.19
    
    
    Office Lease
between Brannan
Propco, LLC and
Registrant, dated
January 8, 2008
    
    10-K
    
    000-52076
    
    
    10.19
    
    
    February 29, 200810.20*
    
    
    Settlement and
Patent License
Agreement by and
between NetRatings,
Inc. and
Registrant, dated
February 28, 2006
    
    S-1
    
    333-132987
    
    
    10.9
    
    
    April 4, 200610.21
    
    
    NetObjects, Inc.
Warrant to Purchase
Stock, dated
March 26, 2002
    
    S-1
    
    333-132987
    
    
    10.10
    
    
    May 8, 200610.22
    
    
    Change of Control
Agreement between
Registrant and
Joshua G. James
    
    S-1
    
    333-132987
    
    
    10.12
    
    
    June 22, 200610.23
    
    
    Form of Change of
Control Agreement
entered into
between Registrant
and each of
Brett M. Error and
Christopher C.
Harrington and John
F. Mellor
    
    S-1
    
    333-132987
    
    
    10.14
    
    
    June 22, 200610.24
    
    
    Change of Control
Agreement between
Registrant and
Michael S. Herring
    
    S-1
    
    333-132987
    
    
    10.15
    
    
    June 22, 200610.25
    
    
    Master Finance
Lease and Lease
Covenant Agreement
by and between the
Registrant and
Zions Credit
Corporation, dated
March 2, 2007
    
    8-K
    
    000-52076
    
    
    10.1
    
    
    March 7, 200710.26*
    
    
    Settlement and
Patent
Cross-License
Agreement dated as
of August 17, 2007
by and between
Visual Sciences,
Inc. (formerly
known as
WebSideStory, Inc.)
and NetRatings,
Inc.
    
    10-K
    
    000-52076
    
    
    10.26
    
    
    February 29, 2008




---



##### Table of Contents



Incorporated by ReferenceExhibit
    
    
    
    
    
    
    
    Exhibit
    
    
    
    Filed
    
    FurnishedNo.
    
    Exhibit Description
    
    Form
    
    File No.
    
    No.
    
    Filing Date
    
    Herewith
    
    Herewith10.27*
    
    
    Patent
Cross-License
Agreement dated
December 12, 2003
by and between
WebSideStory, Inc.
and NetIQ
Corporation
    
    10-K
    
    000-52076
    
    
    10.27
    
    
    February 29, 200810.28A
    
    
    Office Lease dated
as of August 23,
1999 by and between
WebSideStory, Inc.
and LNR Seaview,
Inc.
    
    10-K
    
    000-52076
    
    
    10.28A
    
    
    February 29, 200810.28B
    
    
    First Amendment to
Office Lease dated
as of July 3, 2001
by and between
WebSideStory, Inc.
and LNR Seaview,
Inc.
    
    10-K
    
    000-52076
    
    
    10.28B
    
    
    February 29, 200810.28C
    
    
    Second Amendment to
Office Lease dated
as of December 7,
2005 by and between
WebSideStory, Inc.
and Seaview PFG,
LLC (as assignee of
LNR Seaview, Inc.)
    
    10-K
    
    000-52076
    
    
    10.28C
    
    
    February 29, 200810.29A
    
    
    Sublease dated as
of July 3, 2001 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29A
    
    
    February 29, 200810.29B
    
    
    Amendment of
Sublease dated as
of September 10,
2003 by and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29B
    
    
    February 29, 200810.29C
    
    
    Second Amendment of
Sublease dated as
of June 14, 2006 by
and between
WebSideStory, Inc.
and RF Magic, Inc.
    
    10-K
    
    000-52076
    
    
    10.29C
    
    
    February 29, 200810.29D
    
    
    Third Amendment and
Assignment of
Sublease dated as
of October 8, 2007
by and among Visual
Sciences, Inc.
(formerly known as
WebSideStory,
Inc.), RF Magic,
Inc. and Entropic
Communications,
Inc.
    
    10-K
    
    000-52076
    
    
    10.29D
    
    
    February 29, 200831.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification
of Chief Executive
Officer
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification
of Chief Financial
Officer
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    
    Section 1350
Certifications of
Chief Executive
Officer and Chief
Financial Officer
    
    
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    The Securities and Exchange Commission has granted confidential treatment with respect to
portions of this exhibit. A complete copy of this exhibit has been filed separately with the
Commission.