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The following is an excerpt from a S-1/A SEC Filing, filed by WINK COMMUNICATIONS INC on 8/17/1999.
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This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully.


Wink Communications provides a complete end-to-end system for low-cost electronic commerce on television. Our system, Wink Enhanced Broadcasting, allows advertisers, merchants and broadcast and cable networks to create interactive enhancements to traditional television advertisements and programs. With a click of their remote control during an enhanced program or advertisement, viewers can purchase merchandise, or request product samples, coupons or catalogues. Similarly, viewers can use Wink to access program-related information, such as news, sports and weather, participate in votes and polls, and play along with gameshows.

Our business plan is to derive the primary portion of our future revenues from transaction fees charged to advertisers and merchants for each purchase order or other request for information. Several national advertisers have agreed to create and air Wink-enhanced advertisements. In order to encourage these and other advertisers and merchants to use Wink, our immediate goal is to maximize the presence of Wink Enhanced Broadcasting in television households. To this end, we have established relationships with, and licensed our technology to, 60 key participants from many segments of the television industry. For example:

- the four largest broadcast networks and 16 cable networks have agreed to air Wink-enhanced programming and advertising;

- five of the six largest cable operators in the United States have agreed to distribute Wink-enhanced programming and advertising in some of their local markets, and the largest direct broadcast satellite operator in the United States, DIRECTV, has agreed to distribute Wink-enhanced programming and advertising nationwide;

- Microsoft Corporation has agreed to develop, market and distribute Wink-enhanced programming and advertising on Microsoft's television platforms; and

- several of the leading set-top box and television manufacturers have agreed to incorporate Wink's technology into their products.

A number of key strategic and financial investors have invested in Wink, including set-top box and television manufacturers, such as General Instrument, Scientific Atlanta and Toshiba, as well as Microsoft, GE Capital, Vulcan Ventures (controlled by Paul Allen) and Hughes Electronics Corporation, the parent of DIRECTV.

We began the roll-out of our service in the United States in June 1998, and we currently serve viewers in select cable markets in California, Connecticut, Illinois, Missouri and Tennessee. In addition, Wink Enhanced Broadcasting has been offered by Wink licensees in Japan since October 1996.



Television is one of the most pervasive communications media in society today. As a result, television advertising is considered to be one of the most effective methods of building brand recognition and general consumer awareness of products and services. Despite the fact that traditional television broadcasting, cable and direct broadcast satellite television systems do not provide an integrated means for viewers to respond to programs and advertisements, the Direct Marketing Association estimates approximately $91 billion of goods and services were purchased through direct response television programming and advertising in 1998. Many advanced analog and digital set-top boxes and television sets already in consumers' homes can provide a platform for interactive television. We believe that an opportunity exists for a simple, immediate, inexpensive and automated method of responding to direct response advertising on television.


Our objective is to capitalize on the pervasiveness and popularity of television to create a mass market medium for sales lead generation and electronic commerce by:

- increasing the presence of Wink Enhanced Broadcasting in television households by promoting the deployment of Wink software to set-top boxes already in consumers' homes and promoting the deployment of new Wink-enabled set-top boxes and television sets;

- offering viewers a free, easy-to-use, entertaining and informative interactive television experience;

- expanding the availability of Wink-enhanced direct response offers by working with our broadcast and cable network partners to enlist advertisers to add Wink enhancements to their television advertisements; and

- benefiting multiple participants in the television industry by offering new opportunities for generating revenue and cost savings while preserving traditional revenue streams and customer relationships.

Our success will depend upon the broad acceptance of the concept of enhanced broadcasting by industry participants. To date, we have derived substantially all of our revenue from license and engineering fees and charter advertising fees. We have not derived any revenue from viewer response activities.

Wink was incorporated in California in October 1994 and reincorporated in Delaware in August 1999. Our principal executive office is located at 1001 Marina Village Parkway, Alameda, California 94501 and our telephone number is
(510) 337-2950.



Common stock offered by:

     Wink...........................      4,000,000 shares
     Selling stockholders...........        200,000 shares
          Total.....................      4,200,000 shares

Common stock to be outstanding after
this offering.......................     28,475,646 shares

Use of proceeds.....................     For working capital and other general
                                         corporate purposes, including expansion
                                         of our sales and marketing efforts, our
                                         research and development activities and
                                         our viewer response system, the Wink
                                         Response Network. We will not receive
                                         any proceeds from the shares sold by
                                         the selling stockholders. See "Use of

Proposed Nasdaq National Market
symbol..............................     WINK

The number of shares of common stock to be outstanding after this offering is based on:

- shares outstanding as of June 30, 1999; plus

- 1,260,000 shares of convertible preferred stock issued in July 1999; plus

- 863,200 shares of common stock which are expected to be issued on exercise of warrants that expire upon completion of this offering.

The above number excludes:

- 4,069,314 shares of common stock issuable upon exercise of outstanding options at June 30, 1999;

- 3,000,000 shares reserved for future issuance under our employee stock plans after this offering; and

- an aggregate of 1,692,500 shares of common stock subject to warrants that are expected to remain outstanding after this offering.

See "Capitalization," "Management -- Employee Benefit Plans" and Notes 2, 7, 8 and 9 of Notes to Consolidated Financial Statements.

Generally, unless otherwise indicated, all information in this prospectus:

- gives effect to the conversion of all outstanding convertible preferred stock to common stock upon the closing of the offering, including the convertible preferred stock issued in July 1999;

- gives effect to our reincorporation in Delaware, which was completed in August 1999; and

- assumes no exercise of the underwriters' over-allotment option.