Archive for May, 2009

Gerbsman Partners has been retained by the Board of Directors of SiCortex, Inc. “SiCortex” or the “Company, to solicit interest for the acquisition of substantially all of SiCortex’s assets, including its intellectual property (“IP”), in whole or in part (collectively, the “SiCortex Assets”)

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to the SiCortex Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “Information”), as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any Information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Gerbsman Partners’ negligence or otherwise.

Any sale of the SiCortex Assets will be made on an “as-is”, “where-is” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners, and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the SiCortex Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without SiCortex’s or Gerbsman Partners prior consent.

The Company

Founded in 2004, SiCortex is a venture backed High Performance Computer systems company based in Maynard, MA. To date, the company has raised $68.1 million in funding from Flagship Ventures, Polaris Ventures, Prism Ventures, JK&B Capital and Chevron Technology Ventures.

SiCortex’s assets include: patents (granted and pending); proven, energy-efficient computer systems (the company’s core products); sophisticated systems and management software; core engineering team members; advanced simulations; chip design verification; existing and partially complete next generation products such as sub-assemblies, backplanes, racks, fans, cabinets, design tools, testing lab tools and products; software and hardware roadmap; trademarks; customers (including government intelligence agencies); The Pathscale® Compiler Suite, OEM, ISV and reseller relationships; external manufacturing relationships; experienced systems management and sales team; market presence.

Interested parties can acquire SiCortex’s core technology, market presence, sales pipeline, customer base, contacts and vendor lists enabling the purchaser to leverage existing business and customer relationships for future growth. Sales of existing products exceed 50% gross margins.

The sale of SiCortex assets is being conducted with the cooperation of the company SiCortex and its employees and retained consultants will be available to assist purchasers with due diligence and in a prompt, efficient transition. Notwithstanding this offer of assistance, SiCortex should not be contacted directly without the prior consent of Gerbsman Partners or the Board of Directors.

The SiCortex Solution

SiCortex addresses the compelling problem of data center energy constraints head-on, giving it a unique market opportunity in a world where, according to McKinsey & Company, 90% of data centers will run out of power capacity by 2010. SiCortex designs, develops and manufactures the world’s most energy efficient high performance computers (HPC). High Performance computing is typically targeted at academic, research and government agencies looking to run and operate sophisticated science. These organizations are power-constrained in their data centers and are looking for alternative solutions to cut consumption.

The SiCortex solution is a unique family of three computers (Desktop, Department and Division) scaling from 72 to just under 6000 processors in a single, compact machine. The systems consume 60-80% less electricity than comparably capable Intel-based systems (Cray, Dell, HP, IBM, sgi…). SiCortex systems are recognized as a viable alternative to Intel-based systems, and for certain applications, the preferred platform.

SiCortex created the “Green Computing Performance Index” or GCPI that is now used to measure energy efficiency of the world’s top HPC vendors. This objective index is based on industry standard benchmarks and ranks vendors on a performance/watt basis using 18 tests.

The SiCortex software stack comprises optimized Linux, open source libraries, tools and management utilities, all pre-integrated and highly engineered for ease of use and simple system management: a SiCortex system is more like a PC to operate than a typical Linux cluster. “It’s “ready to run”. These machines can be installed and be operational in less than an hour. Competitor systems can take weeks to be operational. All software running on Intel machines is binary compatible and will compile on SiCortex. SiCortex sells its products directly in North America (6 reps, 4 SE’s) and works with resellers in Europe.

Next generation products in development seek to extend SiCortex’s energy-efficiency industry leadership and broaden its market applicability to include financial services, biotech, petroleum, computer aided engineering and digital media. These next generation systems are projected to deliver a 90% energy efficiency advantage to the internet (LAMP) stack, enabling web-based businesses to increase web traffic capacity while slashing energy costs and reducing space, cooling and support costs.

SiCortex Customers and Partners

Customers include: US Government Intelligence agencies, Columbia University, MIT, Purdue, U of Michigan, U of Maine, Cambridge University, University of Colorado, GE, Booz Allen, Lockheed Martin, Argonne National Labs, NASA, and many more. SiCortex has reseller agreements in the United Kingdom with Streamline Computing, France and Nordic region with Clustervision and Germany with MegWare. SiCortex has porting arrangements with a growing number of Independent Software Vendors (ISV’s).

KEY POINTS – Why SiCortex Assets are Attractive

-Proven, delivered technology with an immediate top line revenue and performance improvement for customers looking for multi-core, highly scalable compute power with unparalleled energy efficiency.

-Market segments include Government agencies, Academia, research institutes, manufacturing, aerospace, moving into financial services, biotech, petroleum exploration/reservoir management, CAE, digital media and internet hosting…

-Over 300 codes, libraries, and applications run on the SiCortex platform with an applications engineering team porting more each week.

-Growth rate in Q1 2009 of 30% over previous quarter, 100% over Q1 2008

-75 computers delivered to customers, all running at 99% uptime with no returns and no support problems.

-Unique “system on a chip” design for elegance, efficiency and reliability

-Currently operating with >50% gross margins

-Patents support the unique technology. 1 issued, 12 pending. These patents center around the unique communications architecture built into the machine (no wires or cables) that provides for <1 microsecond access time to over 5800 processors.

-The systems fit right into existing data centers or even your office. Many customers are “tapped out” of power in their data centers; because of the machine’s efficiency, customers are able to operate our computers in small labs, hallways, even a closet (Columbia University). The unique airflow of the machine allows for this flexibility.

-Supports all Linux software, Gigabit Ethernet, Infiniband, multiple files systems (Lustre and NFS), supports a plethora of I/O devices as well as up to 70 PCI express slots. Supports flash memory.

SiCortex Product Assets are Substantial
A SiCortex system embodies numerous assets and IP. Principal assets include:

(1) Node chip: The SiCortex node chip is a proprietary design that incorporates all of the hardware elements needed for a high performance cluster computing node, except for commodity DRAM.

(2) CPU Modules: Node chips are mounted on CPU modules, which are printed circuit boards designed by SiCortex that interconnect the chips and provide power, mechanical support, system monitoring support, and attachment points for standard PCI Express I/O modules.

(3) Processors: the processors on the node chip are derived from the MIPS R5000, with SiCortex designed performance enhancements added.

(4) Level 1 and Level 2 cache: Each processor on the SiCortex node chip has a 256Kbyte Level 2 cache and a 64 Kbyte L1 cache, both designed by SiCortex. The on-chip hardware interconnect and coherency protocol that link the processor caches together was also designed by SiCortex. Both the Level 1 and Level 2 caches contain ECC protection to improve system robustness at large scale.

(5) Interconnect: the Node chips are interconnected by a proprietary fabric based on the Kautz graph topology. The fabric delivers industry-leading throughput and latency, and is implemented by a combination of switching elements on node chip, wiring on the CPU module, and and a proprietary backplane that interconnects the CPU modules.

(6) DMA Engine and microcode: the DMA engine is a custom microprocessor designed by SiCortex and optimized to support standard interprocessor communication protocols. The microcode that runs on the DMA engine supports primitive operations that are used by a wide range of communication libraries (see below).

(7) Communication Libraries: SiCortex has extensively modified and optimized numerous open source interprocessor communication libraries to take advantage of the microcode and hardware support for fast communication that is available in the DMA engine and the hardware interconnect. These include MPI, SHMEM, GASnet (which supports the UPC, coarray FORTRAN, and other parallel languages), the Lustre Network Device, and the Buffered Message interface (which supports PVFS, the Parallel Virtual File system). Outside developers are extending this work to build other libraries such as the Aggregate Remote Copy Interface (ARMCI).

(8) I/O: Every node chip includes an I/O port, compatible with third party interfaces that conform to the PCI Express standard.

(9) System software: The SiCortex system Linux kernel, commands, and libraries provide standard software interfaces that make optimal use of proprietary hardware. In addition to optimizing the Linux software base for SiCortex systems, SiCortex has added documentation, integration, and verification testing that improves the robustness and usability of the open source distribution.

(10) Packaged math libraries: The SiCortex development environment includes numerous widely-used software libraries that have been pre-built and packaged for use by application developers. The current suite of packaged libraries includes PETSc, GOTO BLAS, Atlas BLAS, SPRNG, FFTW-2, LAPACK, FFTW-3, BLACS, ScaLAPACK, GSL, NETCDF, HDF5, and GMP.

(11) SiCortex Optimizing Compiler Suite: The SiCortex optimizing compiler suite is based on intellectual property obtained through the acquisition of Pathscale LLC in 2008 (prior to the acquisition, Pathscale had been developing compiler software under contract to SiCortex). The SiCortex Optimizing Compiler Suite supports C, Fortran, and C++. All of the optimization steps in the compiler have been extensively tuned for the SiCortex architecture.

(12) GCC Tool Chain: SiCortex has adapted the open source GCC tool chain to support its systems, including modifications to the compiler and linker to enhance the performance of compiled code.

(13) Optimized Math Libraries: In addition to the packaged libraries, the SiCortex development environment inlcludes several libraries that have been hand-tuned for optimal performance on SiCortex systems. These include standard libraries for math functions (both scalar and vectorized), string manipulation, and performance-critical functions such as memory copy. These libraries are available to application developers and (where appropriate) used by the GCC tool chain and the SiCortex Optimizing Compiler Suite.

(14) Debugging tools: The SiCortex development environment includes several debugging tools, including the Gnu Debugger (GDB), a stack backtrace tool, and several options for diagnosing memory usage problems.

(15) Performance profiling tools: The SiCortex system supports a powerful set of performance profiling tools that support analysis and correction of problems that affect scalability. These tools are based on facilities inside the node chip that count events such as cache misses, CPU pipeline stalls, interprocessor messages, and IO operations.

(16) Independent Software Vendor (ISV) packages: SiCortex systems support a growing suite of packaged software available from third party developers. Today, packages include the TotalView debugger, the Tau and Vampir performance analysis tool set, and the MOAB resource management system.

(17) System Service Processor (SSP): The system service processor is a commodity X86 server that runs SiCortex-developed software that manages the system. The software includes utilities that control bootstrap, restart, and shutdown, along with software that monitors the system, sends alerts, controls the cooling subsystem, and triggers shutdown under extreme conditions such as room air conditioning failure.

(18) MSPnet: The Management Service Processor network is an Ethernet that links the System Service Processor to all of the hardware elements in the system, including power supplies, fans, temperature sensors, and the CPU Modules. MSPnet includes processors and software that run on each CPU module that monitor and control the Node Chips and on-board power distribution.

(19) Software Distribution: Distribution of system software on SiCortex systems is managed by a set of software utilities that, under the control of the system administrator, automatically fetch and install software updates from a SiCortex-maintained site on the Internet. When necessary, these utilities are also capable of deinstalling software updates.

(20) Cabinet: SiCortex systems come in three different cabinet types, ranging in size from a deskside unit that houses 72 processors to a 5′ X 5′ cabinet that houses 5,832 processors. Each cabinet includes a chassis that holds the CPU modules, one or more fan trays that cool the system, a power supply that converts computer room power to the voltages needed by the components in the cabinet, a system service processor, and other elements that support system management and I/O.

(21) Diagnostics suite: SiCortex systems come with a diagnostics suite that is used in several settings including manufacturing test, burn-in prior to shipment, and isolation of hardware faults in the field.

SiCortex experienced chip development team

SiCortex has been able to compete with teams from Intel, AMD and others 20 times the size of SiCortex by designing its own processor. SiCortex has been able to include everything except the memory. The capabilities are to include the memory controllers, a PCI Express interface, a DMA engine and even a slice of the network switch. The objective is to implement an entire cluster by iterating a single chip plus a couple of DIMMs. This has big cost savings due to size, performance, and power-consumption benefits. Not only does SiCortex believe this is cheaper, the Company is able to earn the gross margin on the CPU chip, instead of paying it to Intel or AMD.

The Company does not do full-custom design. SiCortex focus is on doing ASIC development using standard cell libraries and synthesis tools. In a given technology the clock rate is therefore lower, but the company compensates for that with more cores, and the lower clock rate is the key to low power consumption–2x the clock rate equals about 6x the power consumption… SiCortex only designs logic where the company can add value–the CPU pipeline, the cache coherency hardware, and the communication protocol hardware. Intel and AMD typically do everything in-house.

Less than 20% of the area of one of SiCortex chips is designed by the company. SiCortex’s chip team has the domain expertise to select and integrate commercially-available IP. The SiCortex chip team consists of 2 architects, 8 designers, and 20 verifiers (over half of whom are contractors). Their value is that without this key Intellectual Capital, SiCortex would have a lower-communications-performance, lower-margin, larger, higher-power-consumption product that would be much less well-differentiated from products that rely on purchased x86 CPUs and their supporting chipsets.

In summary, the SiCortex approach is most similar to that of IBM’s Blue Gene family, except oriented to the bottom 50,000 users, not the top 500.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit-A) to have access to key members of the management and intellectual capital teams, as well as the due-diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the SiCortex Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of SiCortex, Inc. or Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate in a sealed bid process, for the acquisition of the SiCortex Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than, Thursday, June 25, 2009 at 2:00 p.m. (Eastern Daylight Time) (the “Bid Deadline”) at SiCortex office, located at Three Clock Tower Place # 210, Maynard, MA 01754. Also, please forward to all bids to steve@gerbsmanpartners.com

Bids should identify those assets being tendered for in a specific and identifiable way.
The attached SiCortex fixed asset list may not be complete and Bidders interested in the SiCortex Equipment must submit a separate bid for such assets, Exhibit B. Be specific as to the assets desired.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to SiCortex, Inc.). The winning bidder will be notified within 48 hours of the Bid Deadline. Non-successful bidders will have their deposit returned to them.

SiCortex reserves the right to, in its sole discretion, accept or reject any bid, credit bid all or part of its debt, modify bidding procedures, or withdraw any or all assets from sale. SiCortex will require the successful bidder to close within a seven-day period. Any or all of the assets of SiCortex will be sold on an “as is,” “where is,” basis, with no representation or warranties whatsoever. All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the SiCortex Assets shall be the sole responsibility of the successful bidder and shall be paid to SiCortex at the closing of each transaction…

For additional information, please see below and/or contact:

Steven R. Gerbsman

Other sources in regards to SiCOrtex: Cnet, MassHighTech, WBJournal, Boston Globe, TMCnet, GreenTech Media, NetworkWorld, GigaOm, NewYork Times.

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Facebook avoid the IPO and steam ahead with expansion plans. It is not your average valuation we are talking about – $10B is quite a accomplishment. Please find earlier Facebook articles here; Facebook turned down funding at $8B, Few IPO candidates, Rapid growth and several more here.

Here is a story from Read Write Web.

“After we saw some rumors about this over the weekend, Facebook today confirmed that it will receive a $200 million investment from Digital Sky Technologies (DST), one of the leading Internet investment groups in Eastern Europe. This investment puts Facebook’s valuation at $10 billion. DST also plans to offer to purchase at least $100 million in Facebook common stock from existing shareholders.

According to Facebook‘s CEO, Mark Zuckerberg, roughly 70% of the company’s users are now outside of the U.S., so cooperating with an international investment firm seemed to make sense in order to bring a global perspective to Facebook’s operations. DST will not get a seat on Facebook’s board, however.”

It continues…

“Digital Sky Technologies is a major player in Eastern Europe, and with Mail.ru, Forticom, and vKontakte among its assets, the company claims to account for over 70 percent of all all page views on the Russian-speaking Internet. Interestingly, DST (mostly through its investment in Forticom) also owns interests in a number of social networks like one.lt and Odnoklassniki.ru.

This deal also fits in well with other rumors about Facebook trying to raise capital to allow its employees to cash out some of their options. Just two weeks ago, our colleagues at VentureBeat reported that Facebook’s current investors “found it a stretch to supply the full amount of capital” that would be needed to provide Facebook with enough money to allow it to buy out roughly 15 million common shares at around $10 each.”

Zuckerberg commented this deal on the pressconference by saying…

“The company does not have any immediate plans for the cash it will receive from DST. Zuckerberg was also asked about a possible IPO, but according to Facebook’s CEO, an IPO is not on the “immediate horizon.”

Being asked about Microsoft’s investment in Facebook at a $15 billion valuation, Zuckerberg mostly sidestepped the issue, but stressed that this investment was part of a larger partnership at the top of the bubble and that he thinks that $10 billion valuation is “fair” and that he “feels good” about it.

Given the nature of the call, there was not a lot of focus on specific features, but Zuckerberg did confirm that Facebook is testing out a video chat feature. Our friends at All Facebook spotted references to this in Facebook’s code two weeks ago.”

Read the full article here.

Other sources for this topic include: TrolleyBlog, The Next Web, PEHub, Northloop,

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Reading an analysis over the 4 IPO´s this year – OpenTable, Mead Johnson Nutritional, Bridgepoint Educational and Changyou – I came across some new speculations regarding possible IPO´s this year. We covered this topic yesterday as well.

Here is some excerpts from a Wall Street Journal article.

“In particular, the debut of network software firm SolarWinds Inc. last week showed there’s “appetite for untested, unproven, unknown names out there,” says Brenon Daly, a senior financial analyst at The 451 Group.

However, Mr. Daly cautions that few tech newcomers can match the financial strength of SolarWinds, which generated strong revenue and net-income growth in the first quarter, even as many more-established technology companies reported declines.

But he said there could be strong interest in companies such as closely held computer-security outfit Fortinet Inc.; security risk and compliance service provider Qualys Inc.; network performance software company NetQoS Inc., and systems and security management firm BigFix Inc.

A Fortinet spokesman said the company is considering an IPO, as well as other options, but has no definitive plans at this point. A Qualys spokesman said the firm wants to prepare for an IPO by the fall of 2010. NetQoS said it had no immediate plans to go public, “but all options are on the table.”

It continues…

“Another area to watch in the 12 to 18 months is smart-grid technology, which allows for more efficient power distribution, based on where and when demand and supply exist, says Trip Chowdry, managing director of equity research at Global Equities Research.

On her radar screen is closely held DS2, a company based in Spain that provides power-line communications semiconductors.

In the next three years, some cloud computing and enterprise-level mobility technology firms could also be ready for IPOs, she added.

For now, though, the tech environment “continues to be challenging. Investors should look for companies who have a very sticky customer base,” she says.”

Read the full article here.

Please comment on other candidates and I will seek out some info on the topic.

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Here is some optimistic news on the economic crisis blues – Steve Westly goes out on a limb and predicts some IPO´s on the CleanTech sector horizon.

The story is by way of Reuters.

“Initial public offerings as of late have been about as common as celebratory banquets for Wall Street bankers. Last week, however, after some nine months of an IPO drought, two venture-backed startups, software maker SolarWinds and online restaurant reservation system OpenTable, broke the mold and went public. Neither was a cleantech firm, but the news was a positive sign for cleantech investor Steve Westly, managing partner of Menlo Park, Calif.-based venture firm The Westly Group. Westly tells us he sees a changing appetite for companies going public, and he predicts that venture-backed cleantech IPOs will happen by early 2010.

“I’ll go out on a limb -– Tesla, Silver Spring Networks, and possibly Solyndra will go public by the first quarter of next year,” he said in an interview. “I say this because all three of these companies in 2008 did between $10 million and $15 million in revenue, and in 2009 they will do over $150 million. When a company has 10x growth, that is a company you can take public.” The Westly Group has invested about $50 million into cleantech startups, including some $5 million in electric car maker Tesla. It has not backed smart grid startup Silver Spring Networks nor thin-film solar manufacturer Solyndra.”

The article concludes:

“Stephen Simko, solar analyst for Morningstar, still thinks it will be difficult for a solar company to IPO in this market. Solar panel supply far outstrips demand today, and financing for projects is difficult to access. “If lending thaws and the U.S. solar market starts to rise that will lead to the conditions necessary for companies to improve profit and that might lead to IPOs,” he said. “But only the best of breed will be considered.” Solyndra declined to comment for this article.

Of course, it might not be any of these three startups that make headlines as the first cleantech IPO after the drought. First Wind, a wind energy developer, and lithium-ion battery maker A123 Systems both filed for IPOs in late 2008. While the filings don’t necessarily mean they will go public, it at least means executives at the firms have their eyes on that prize.”

Read the full article here.

Others covering this story includes: Earth2Teach and Business Insider.

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Building on the trend of Apple, Nokia and others – Sun makes the move into a independent Appstore deployment. As Apple has shown that it is a viable business model, it only makes sense – end-users like to shop around, and are willing to pay for smaller apps. As Google Android starting to make its way into mobile phones, and Nokia “opened” up Symbian – the end-user community developer trend will create a business eco-system worth spending some research on. The project is codenamed Vector but will likely be called “Java Store” after its official launch.

Here is some quotes from Jonathan Schwartz by way of Washington Post.

“Candidate applications will be submitted via a simple web site, evaluated by Sun for safety and content, then presented under free or fee terms to the broad Java audience via our update mechanism. Over time, developers will bid for position on our storefront, and the relationships won’t be exclusive (as they have been for search). As with other app stores, Sun will charge for distribution – but unlike other app stores, whose audiences are tiny, measured in the millions or tens of millions, ours will have what we estimate to be approximately a billion users. That’s clearly a lot of traffic, and will position the Java App Store as having just about the world’s largest audience.”

“The store will be for all Java devices. Initially, the PC desktop will get the most attention from developers and customers, but there’s plenty of Java-enabled phones and developers will be pleased to have another distribution channel, especially one with the power of Sun behind it.”

Read the full article here. Read Jonathan Schwartz blog entry here.

Other bloggers covering this topic include: OStatic, Mobile Marketing Watch, Mobile Blogs, IndicThreads.

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