As filed with the Securities and Exchange Commission on July 27,August 8, 2006

Registration No. 333-133950

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 45 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

600 West Chicago Avenue

Suite 850

Chicago, Illinois 60610

Phone: (312) 642-3700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven E. Zuccarini

Chief Executive Officer

InnerWorkings, Inc.

600 West Chicago Avenue

Suite 850

Chicago, Illinois 60610

Phone: (312) 642-3700

Fax: (312) 642-3704

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is to be a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date, until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.EXPLANATORY NOTE

PROSPECTUS (Subject to Completion)

Issued July 27, 2006

10,590,000 Shares

COMMON STOCK

InnerWorkings, Inc. is offering 7,060,000 shares of its common stock and the selling stockholders are offering 3,530,000 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $8.00 and $9.00 per share.

We have applied to list our common shares for quotation on the Nasdaq National Market under the symbol “INWK.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 9.

PRICE$        A SHARE

The selling stockholders have granted the underwriters the right to purchase up to an additional 1,588,500 shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers on                     , 2006.

MORGAN STANLEY

JEFFERIES BROADVIEW

PIPER JAFFRAY

WILLIAM BLAIR & COMPANY

MORGAN JOSEPH

            , 2006.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where those offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

Until                     , 2006, 25 days after the commencement of this offering, all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We operate in an industry in which it is difficult to obtain precise industry and market information. Although we have obtained some industry data from third party sources that we believe to be reliable, in certain cases we have based certain statements contained in this prospectus regarding our industry and our position in the industry on our estimates concerning our customers and competitors. These estimates are based on our experience in the industry, conversations with our principal suppliers and our own investigation of market conditions. Unless otherwise noted, the statistical data contained in this prospectus regarding the print industry is based on data we obtained from the Print Industries of America/Graphic Arts Technical Foundation, or PIA/GATF, a graphic arts trade association, Datamonitor, a business information company specializing in industry analysis, or International Data Corporation, or IDC, a provider of market intelligence for the information technology, telecommunications and consumer technology markets.

i

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in the prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page9, and the consolidated financial statements and notes to those consolidated financial statements before making an investment decision.

INNERWORKINGS, INC.

Our Company

We are a leading provider of print procurement solutions to corporate clients in the United States. Utilizing our proprietary technology and database, as well as our extensive domain expertise, we create a competitive bid process to procure, purchase and deliver printed products as part of a comprehensive outsourced enterprise solution and in individual transactions. Our technology is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional print supply chain to obtain favorable pricing and to deliver high-quality products and services for our clients.

Our proprietary software applications and database, PPM4™, create a fully-integrated solution that stores, analyzes and tracks the production capabilities of our supplier network, as well as quote and price data for each bid we receive and print job we execute. As a result, we believe PPM4™ contains one of the largest independent repositories of equipment profiles and price data for print suppliers in the United States. We leverage our technology to match each print job with the supplier that is optimally suited to meet the client’s needs at a highly competitive price. Our procurement managers use PPM4™ to manage the print procurement process from end-to-end.

Through our network of over 2,700 suppliers, we offer a full range of print, fulfillment and logistics services that allows us to procure printed products on virtually any substrate. The breadth of our product offerings and services and the depth of our supplier network enable us to fulfill up to 100% of the print procurement needs of our clients. By leveraging our technology platform, our clients are able to reduce overhead costs, redeploy internal resources and obtain favorable pricing and service terms. In addition, our ability to track individual transactions and provide customized reports detailing print procurement activity on an enterprise-wide basis provides our clients with greater visibility and control of their print expenditures.

We generate revenue by procuring and purchasing printed products from our suppliers and selling those products to our clients. We procure printed products for clients across a wide range of industries, such as advertising, consumer products, publishing and retail. Our clients fall into two categories, enterprise and transactional. We enter into arrangements with our enterprise clients to provide some, or substantially all, of their printed products, typically on a recurring basis. We provide printed products to our transactional clients on an order-by-order basis. For the year ended December 31, 2005, enterprise and transactional clients accounted for 69% and 31% of our revenue, respectively.

We were formed in 2001 and commenced operations in 2002. From our inception through December 31, 2005, we served over 1,100 clients, received approximately 96,000 bids and executed approximately 26,000 print jobs through over 1,100 suppliers. We have increased our revenue from $5.0 million in 2002 to $76.9 million in 2005, representing a compound annual growth rate of 148%. In 2005, our revenue was $76.9 million, compared to $38.9 million in 2004. For the six months ended June 30, 2006, our revenue was $57.6 million, compared to $31.2 million for the six months ended June 30, 2005.

Our Industry

Our business of providing print procurement solutions intersects two large and growing industries, commercial printing and business process outsourcing, or BPO.Total shipments in the worldwide commercial print industry were projected to be approximately $367 billion in 2005 and are expected to increase by an average of $8 billion per year through 2009, according to a 2005 Datamonitor global commercial printing industry profile. To become more competitive, many businesses seek to focus on core competencies and outsource non-core business functions, such as print procurement.According to a 2005 IDC global BPO forecast, the worldwide market for BPO is estimated to grow from $422 billion in 2005 to $641 billion in 2009, representing a compound annual growth rate of 11%.

In addition, the U.S. print industry is highly fragmented, with an estimated 39,300 printing plants. In 2005, the ten largest commercial print companies accounted for only approximately 16% of the total domestic print market. The traditional process of designing, procuring and producing a print order requires extensive collaboration by printers, designers, brokers and other middlemen and is often highly inefficient for the customer, who typically pays a mark-up at each intermediate stage of the supply chain. Print procurement is often dispersed across several areas of a business enterprise, including sales, marketing, communications and finance. Consolidating all print activities across the organization represents an opportunity to reduce total print expenditure and decrease the number of vendors in the print supply chain. Applying software and database technology to manage the print procurement process also provides for enhanced tracking and auditing capabilities.

In recent years, the print industry has been impacted by developments in technology, including enhanced output capacity of printing presses and increased utilization of Internet-based communications and digital printing. These developments have lowered barriers to entry, increased the number of print suppliers available to our clients and reduced the utilization of printing presses. As a result, the print industry has experienced, and is continuing to experience, significant excess manufacturing capacity and the market for printed products has become increasingly commoditized.

Our Competitive Strengths

We believe a number of important competitive strengths will continue to drive our success in the future, including:

Disruptive business solution.    Our fully-integrated print procurement solution disrupts the traditional print supply chain by aggregating the collective print demand of our clients and greatly increasing the number of suppliers that can efficiently bid for our clients’ print jobs. Our print procurement costs are often 30 to 50% less than the print expenditures historically incurred by our clients, and we believe that we offer a compelling value proposition to our clients by passing on to them a considerable portion of such cost savings. In addition, our solution reduces the amount of internal resources our clients must dedicate to print procurement, accelerates the print procurement process and consistently delivers a high-quality product. We believe that our business model, which is unencumbered by commercial print production assets, offers the first enterprise solution capable of meeting the entire print procurement needs of corporate clients.

Proprietary software and database.    PPM4™ is a fully-integrated proprietary software solution that allows us to match each print job with the supplier in our network that is optimally suited to produce the job at a highly competitive price. Our technology also enables us to efficiently manage critical aspects of the print procurement process, including gathering job specifications, identifying suppliers, establishing pricing, managing print production and purchasing and coordinating delivery of the finished product.

We believe our proprietary database contains one of the largest independent repositories of equipment profiles and price data for print suppliers in the United States. This data provides us with valuable insight into how excess

manufacturing capacity and other industry factors impact the pricing of printed products, and enhances our ability to capitalize on those trends to our clients’ advantage. Our database expands with each job we quote and becomes more difficult to replicate, which we believe increases our competitive advantage.

Extensive and diverse supplier network.    The more than 2,700 suppliers in our network, which produced more than $50 billion of printed products in 2005, have been selected from among thousands of potential suppliers worldwide based on their ability to effectively serve our clients on the basis of price and service. Through these suppliers, we offer a full range of print, fulfillment and logistics services that allows us to procure printed products on virtually any substrate, including books, magazines, catalogues, direct mail, point-of-purchase displays, commercial print, packaging, labels and promotional products. By leveraging our access to a full range of print and print-related services, we are able to provide a complete and cost-effective outsourced solution for our clients.

Deep domain knowledge and procurement management expertise.    Effective management of the outsourced printing procurement process requires highly experienced and dedicated personnel to work closely with both clients and print suppliers. Our teams of account executives and procurement managers ensure high levels of execution and the on-time delivery of a quality product, while delivering domain expertise that spans advertising, consumer products, manufacturing, publishing, retail and other print-related industries. As of December 31, 2005, we employed over 80 account executives, who average 17 years of experience in the printing industry, and over 50 procurement managers, who average 13 years of experience in the printing industry.

Scalable business model with significant operating leverage.    Our technology solution can support a significant increase in the number of clients we serve and jobs we process without significant capital investment. In addition, our extensive supplier network provides access to a vast supply of manufacturing capacity without requiring any capital expense. Because we do not own commercial print production assets, the primary incremental operating cost of growing our business is hiring additional account executives who market and sell our services, and procurement managers who manage the print procurement process. As a result, our revenue growth has significantly outpaced the increase in our operating expenses. Our revenue increased from $5.0 million in 2002 to $76.9 million in 2005, while our operating expenses as a percentage of revenue, which exclude cost of goods sold, decreased from 23.2% in 2002 to 14.3% in 2005.

Experienced management team.    We have a highly experienced management team with extensive industry knowledge. Our Chief Executive Officer, Steven Zuccarini, is the former president of the Catalog & Retail and the Global Solutions business units of North America’s largest print company, R.R. Donnelley & Sons Company, where he was responsible for providing enterprise solutions to its largest clients. Our non-executive Chairman, John Walter, is the former Chairman and Chief Executive Officer of R.R. Donnelley.

Our Growth Strategy

We intend to become the preeminent provider of print procurement solutions on a global basis. The key elements of our growth strategy include:

Expand our base of enterprise clients.    We are focused on continuing to increase our business with clients using our technology enabled enterprise solution. During 2005, we entered into contracts with 23 enterprise clients, including 17 new clients and six clients that we initially serviced on a transactional basis. We seek to attract new enterprise clients by targeting companies which have substantial and recurring print requirements. We also seek to transition transactional clients to our enterprise solution in order to capture a greater portion of their recurring print expenditures and become more fully integrated into their business infrastructure. This strategy has been highly successful as 25 of our 81 enterprise clients as of June 30, 2006 began as transactional accounts.

Expand our base of transactional clients.    As a significant portion of our new transactional business results from our recruitment of sales executives, we intend to continue to hire account executives, or acquire groups of them, with established client relationships. We believe our business model is extremely attractive to these executives, as it enables sales professionals to leverage our technology and supplier network to market a broader range of products and services to their clients than were available with their previous employers. As these executives are hired, we expect to expand our base of transactional clients, thereby expanding our pipeline of clients to which we can market our enterprise solution.

Further penetrate our established customer base.    We believe our established customer base presents a substantial opportunity for growth. Our ability to deliver a full range of printed products at competitive prices and procure up to 100% of the print requirements of our clients allows us to capitalize on our established client relationships to increase our sales. As we further develop our relationships with clients, we seek to manage more of their total print expenditures over time. For example, we estimate that during 2005 sales to our ten largest enterprise clients accounted for less than 25% of their total print expenditures.

Broaden geographic presence.    We believe the opportunity exists to expand our business into new geographic markets. Our headquarters are located in Chicago, and as of December 31, 2005 approximately 66% of our clients were located in Illinois. Our objective is to increase our sales in other major print markets in the United States, such as Boston, Los Angeles, Minneapolis, New York and San Francisco. We intend to hire or acquire more account executives within close proximity to these large markets, which accounted for, in aggregate,$18.4 billion of print expenditures in 2005, according to PIA/GATF. In addition, given that the print industry is a global business, over time we intend to evaluate opportunities to access attractive markets outside the United States. For example, in March 2006 we entered into a strategic agreement to grant SNP Corporation Ltd. a non-exclusive, non-transferable license to use certain non-core applications of our software in China, Singapore and Hong Kong.

Recent Developments

Series E Investment.    In January 2006, we issued 10,167,730 Series E preferred shares, or approximately 25% of our equity interests on a fully-diluted basis, to New Enterprise Associates 11, Limited Partnership, NEA Ventures 2005, Limited Partnership and Printworks Series E, LLC in exchange for $50 million in cash, or $4.92 per share. We retained $10 million of these proceeds for working capital and general corporate purposes. We used $40 million of these proceeds to redeem Class A common shares held by our existing stockholders on a pro rata basis at a purchase price of $4.92 per share.

Graphography Acquisition.    On May 31, 2006, we acquired Graphography Limited LLC, a provider of production management services, including print procurement and promotional services. In 2005, Graphography generated revenue of $23.8 million. We believe that the Graphography acquisition provides important strategic benefits for our company. As a result of the acquisition, we established a significant presence in the New York market, which is the third largest print market in the United States. Graphography adds two new significant enterprise clients, a Fortune 500 manufacturing and marketing company and a multi-billion dollar international beverage distributor, each of which would have been in our top five accounts based on revenue generated in 2005 on a pro forma basis. It also adds more than 100 transactional clients, which expands our pipeline of clients to which we can market our enterprise solution. In addition, we gained approximately 400 new suppliers that can provide printing and promotional services to our existing clients. We also acquired three additional sales executives as well as two additional lead production managers, and their corresponding production teams, with significant expertise in the areas of direct mail and promotional products. The acquisition consideration for Graphography consisted of approximately $4.525 million in cash paid on May 31, 2006 and up to an additional $3.0 million in cash contingent upon revenue generated by Graphography from certain accounts on or prior to May 31, 2010.

Risk Factors

Investing in our common stock involves risks. You should carefully read the section entitled “Risk Factors” beginning on page 9 for an explanation of these risks before investing in our common stock. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our growth strategy, which could cause a decrease in the price of our common stock and result in a loss of all or a portion of your investment:

Our principal executive offices are located at 600 West Chicago Avenue, Suite 850, Chicago, IL 60610, and our telephone number at this address is (312) 642-3700. Our website is www.iwprint.com. Information contained on our website is not a part of this prospectus.

THE OFFERING

Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering excludes:

Prior to the completion of this offering, we intend to recapitalize all outstanding shares of our Class A common stock, Class B common stock, Series B preferred stock, Series D preferred stock and Series E preferred stock into shares of our common stock on a one-for-one basis. See “Certain Relationships and Related Party Transactions—Recapitalization.” Unless otherwise indicated, all share amounts:

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents summary consolidated financial and other data as of and for the periods indicated. You should read the following information together with the more detailed information contained in “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes. The pro forma consolidated statements of operations data for the year ended December 31, 2005 and for the six months ended June 30, 2006 give effect to the May 31, 2006 acquisition of Graphography Limited LLC as if the acquisition had occurred on January 1, 2005 and reflect the elimination of preferred dividends accrued during the periods presented as a result of the recapitalization of all outstanding shares of our Series B preferred stock, Series D preferred stock and Series E preferred stock into shares of our common stock as if the recapitalization had occurred on January 1, 2005 and the elimination of interest expense incurred during the periods presented as a result of the repayment of all outstanding indebtedness under our line of credit as if the repayment had occurred on January 1, 2005. In addition, the pro forma consolidated statements of operations data reflect income tax expense as if our January 3, 2006 conversion from a limited liability company to a C corporation had occurred at the beginning of the period presented. The pro forma consolidated statements of operations data do not necessarily indicate the results that would have actually occurred if the acquisition of Graphography Limited LLC had occurred on the date indicated or that may occur in the future. You should read the pro forma consolidated statements of operations data together with the more detailed information contained in Unaudited Pro Forma Condensed Consolidated Financial Statements and the accompanying notes.

The pro forma balance sheet data in the table below reflects the recapitalization of all outstanding shares of our Class A common stock, Class B common stock, Series B preferred stock, Series D preferred stock and Series E preferred stock into shares of our common stock on a one-for-one basis and approximately $7.0 million of required preference and accrued dividend payments to the holders of our Series B, D and E preferred shares.

The pro forma as adjusted balance sheet data in the table below reflects the sale of 7,060,000 shares of our common stock offered by us in this offering assuming an initial public offering price of $8.50 per share, the midpoint of the filing range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, and the repayment of approximately $2.5 million of outstanding indebtedness under our line of credit.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and other information in this prospectus before you decide to buy our common stock. Our business, financial condition or operating results may suffer if any of the following risks is realized. If any of these risks or uncertainties occurs, the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business

Our limited operating history makes it difficult to evaluate our business, prospects and future financial performance.

We formed our business in September 2001 and have a limited operating history, which makes evaluating our current business and prospects difficult. The revenue and income potential of our business is uncertain, which makes it difficult to predict accurately our future financial performance. We may face periods where our financial performance falls below investor expectations. As a result, the price of our common stock may decline.

Competition could substantially impair our business and our operating results.

We operate in the print industry and several print-related industries, including paper and pulp, graphics art and pre-press and fulfillment and logistics. Competition in these industries is intense. Our primary competitors are printers that employ traditional methods of marketing and selling their printed materials. Many of these printers, such as Banta, Quad/Graphics, Quebecor and R.R. Donnelley have larger client bases and significantly more resources than we do. Print buyers may prefer to utilize the traditional services offered by the printers with whom we compete. Alternatively, some of these printers may elect to offer outsourced print procurement services or enterprise software applications, and their well-established client relationships, industry knowledge, brand recognition, financial and marketing capabilities, technical resources and pricing flexibility may provide them with a competitive advantage over us.

We also compete with a number of print suppliers, distributors and brokers. Several of these competitors, such as Cirqit, Workflow/Relizon and Newline/Noosh offer outsourced print procurement services or enterprise software applications for the print industry. These competitors, or new competitors that enter the market, may also offer print procurement services similar to and competitive with or superior to our current or proposed offerings and achieve greater market acceptance. In addition, a software solution and database similar to PPM4^TM could be created over time by a competitor with sufficient financial resources and comparable experience in the print industry. If our competitors are able to offer comparable services, we could lose clients, and our market share could decline.

Our competitors may also establish cooperative relationships to increase their ability to address client needs. Increased competition may lead to revenue reductions, reduced gross margins or a loss of market share, any one of which could harm our business.

If our services do not achieve widespread commercial acceptance, our business will suffer.

Most companies currently coordinate the procurement and management of their print orders with their own employees using a combination of telephone, facsimile, e-mail and the Internet. Growth in the demand for our services depends on the adoption of our outsourcing model for print procurement services. We may not be able to persuade prospective clients to change their traditional print management processes. Our business could suffer if our services are not accepted or are not perceived by the marketplace to be effective or valuable.

If our suppliers do not meet our needs or expectations, or those of our clients, our business would suffer.

The success of our business depends to a large extent on our relationships with our clients and our reputation for high quality printed products and print procurement services. We do not own printing presses or other printing equipment. Instead, we rely on third-party suppliers to deliver the printed products and services that we provide to our clients. As a result, we do not directly control the manufacturing of the products or the services provided by our suppliers. If our suppliers do not meet our needs or expectations, or those of our clients, our professional reputation may be damaged, our business would be harmed and we could be subject to legal liability.

A decrease in the number of our suppliers could adversely affect our business.

In 2005, our top 10 suppliers accounted for approximately 40% of the products we sold, and our top three suppliers accounted for approximately 21% of the products we sold. We expect to continue to rely on these suppliers to fulfill a substantial portion of our print orders in the future. These suppliers are not contractually required to continue to accept orders from us. If production capacity at a significant number of these suppliers becomes unavailable, we will be required to use fewer suppliers, which could significantly limit our ability to serve our clients on competitive terms. In addition, we rely on price bids provided by our suppliers to populate our database. If the number of our suppliers decreases significantly, we will not be able to obtain sufficient pricing information for PPM4 ^TM, which could affect our ability to obtain favorable pricing for our clients.

If we are unable to expand the number of our account executives, or if a significant number of our account executives leave InnerWorkings, our ability to increase our revenues could be negatively impacted.

Our ability to expand our business will depend largely on our ability to attract additional account executives with established client relationships. Competition for qualified account executives can be intense and we may be unable to hire such persons. Any difficulties we experience in expanding the number of our account executives could have a negative impact on our ability to expand our client base, increase our revenue and continue our growth.

In addition, we must retain our current account executives and properly incentivize them to obtain new clients and maintain existing client relationships. If a significant number of our account executives leave InnerWorkings and take their clients with them, our revenue could be negatively impacted. We have entered into non-compete agreements with our account executives to mitigate this risk, but we may need to litigate to enforce our rights under these agreements, which could be time-consuming, expensive and ineffective. A significant increase in the turnover rate among our current account executives could also increase our recruiting costs and decrease our operating efficiency and productivity, which could lead to a decline in the demand for our services.

If we are unable to expand our enterprise client base, our revenue growth rate may be negatively impacted.

As part of our growth strategy, we seek to attract new enterprise clients and migrate our transactional client relationships into enterprise engagements under long-term contracts. If we are unable to attract new enterprise clients or expand our relationships with our existing transactional clients, our ability to expand our business will be hindered.

Many of our clients may terminate their relationship with us on short notice and with no penalties or limited penalties.

Our transactional clients, which accounted for approximately 50% and 31% of our revenue in 2004 and 2005, respectively, typically use our services on an order-by-order basis rather than under long-term contracts. These clients have no obligation to continue using our services and may stop purchasing from us at any time. We have entered into contracts with our enterprise clients, which accounted for approximately 50% and 69% of our

revenue in 2004 and 2005, respectively, that generally have an open-ended duration. Most of these contracts, however, do not impose minimum purchase or volume requirements, and typically permit the clients to terminate our engagements on 90 or 180 days’ notice with limited or no penalties.

The volume and type of services we provide our clients may vary from year to year and could be reduced if the client were to change its outsourcing or print procurement strategy. If a significant number of our transactional or enterprise clients elect to terminate or not to renew their engagements with us, or if the volume of their print orders decreases, our business, operating results and financial condition could suffer.

A significant portion of our revenue is derived from a relatively limited number of large clients and any loss of, or decrease in sales to, these clients could harm our results of operations.

A significant portion of our revenue is derived from a relatively limited number of large clients. Revenue from our top ten clients accounted for 43% and 46% of our revenue during the year ended December 31, 2004 and 2005, respectively. Our largest customer accounted for 16% of our revenue in 2005. We are likely to continue to experience ongoing customer concentration, particularly if we are successful in attracting large enterprise clients. Moreover, there may be a loss or reduction in business from one or more of our large clients. It is also possible that revenue from these clients, either individually or as a group, may not reach or exceed historical levels in any future period. The loss or significant reduction of business from our major clients would adversely affect our results of operations.

There are risks that our acquisition of Graphography Limited LLC could disrupt our business and harm our financial condition. These risks include:

In addition, a large percentage of Graphography’s revenues have historically come from only two customers. Revenues from these customers would have accounted for approximately 20.9% of our pro forma revenue for the year ended December 31, 2005. The loss of either of these customers or a reduction in the business they send us could cause our business and financial results to deteriorate, leading to possible lower earnings, future impairment of goodwill and other intangible assets and a loss in the market value of our shares of common stock.

We may not be able to develop or implement new systems, procedures and controls that are required to support the anticipated growth in our operations.

Our revenues increased from $5.0 million in 2002 to $76.9 million in 2005, representing a compound annual growth rate of 148%. Between January 1, 2002 and December 31, 2005, the number of our employees and independent contractors increased from 21 to 154. Continued growth could place a significant strain on our ability to:

To manage our growth, we must implement and maintain proper operational and financial controls and systems. Further, we will need to manage our relationships with various clients and suppliers. We cannot give any assurance that we will be able to develop and implement, on a timely basis, the systems, procedures and controls required to support the growth in our operations or effectively manage our relationships with various clients and suppliers. If we are unable to manage our growth, our business, operating results and financial condition could be adversely affected.

A decrease in levels of excess capacity in the U.S. commercial print industry could have an adverse impact on our business.

We believe that for the past several years, the U.S. commercial print industry has experienced significant levels of excess capacity. Our business seeks to capitalize on imbalances between supply and demand in the print industry by obtaining favorable pricing terms from suppliers in our network through a competitive bid process. Reduced excess capacity in the print industry generally and in our supplier network specifically could have an adverse impact on our ability to execute our business strategy and on our business results and growth prospects.

Our inability to protect our intellectual property rights may impair our competitive position.

If we fail to protect our intellectual property rights adequately, our competitors could replicate our proprietary technology in order to offer similar services and harm our competitive position. We rely on a combination of trademark and trade secret laws and confidentiality and nondisclosure agreements to protect our proprietary technology. We cannot be certain that the steps we have taken to protect our intellectual property rights will be adequate or that third parties will not infringe or misappropriate our rights or imitate or duplicate our services or methodologies, including PPM4™. We may need to litigate to enforce our intellectual property rights or determine the validity and scope of the rights of others. Any such litigation could be time-consuming and costly.

If we are unable to maintain PPM4™, demand for our services and our revenues could decrease.

We rely heavily on PPM4™ to procure printed products for our clients. To keep pace with changing technologies and client demands, we must correctly interpret and address market trends and enhance the features and functionality of our technology in response to these trends, which may lead to significant research and development costs. We may be unable to accurately determine the needs of print buyers, the trends in the print industry or to design and implement the appropriate features and functionality of our technology in a timely and cost-effective manner, which could result in decreased demand for our services and a corresponding decrease in our revenue.

In addition, we must protect our systems against physical damage from fire, earthquakes, power loss, telecommunications failures, computer viruses, hacker attacks, physical break-ins and similar events. Any software or hardware damage or failure that causes interruption or an increase in response time of PPM4™ could reduce client satisfaction and decrease usage of our services.

If the key members of our management team do not remain with us in the future, our business, operating results and financial condition could be adversely affected.

Our future success will depend to a significant extent on the continued services of Steven Zuccarini, our Chief Executive Officer, Nicholas Galassi, our Chief Financial Officer, Scott Frisoni, our Executive Vice President of Sales, Eric Belcher, our Executive Vice President of Operations, and Neil Graver, our Chief Technology Officer. The loss of the services of any of these or other individuals could adversely affect our business, operating results and financial condition and could divert other senior management time in searching for their replacements.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

The individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public

companies. Our management team may not successfully or efficiently manage our transition into a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. In particular, these new obligations will require substantial attention from our senior management and divert its attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.

Because many of the members of our management team have been employed with us for a short period of time, we cannot be certain that they will be able to manage our business successfully.

We are dependent on our management team for our business to be successful. Because of our limited operating history, many of our key management personnel have been employed by us for less than two years. Therefore, we cannot be certain that we will be able to allocate responsibilities appropriately and that the new members of our management team will succeed in their roles. Our inability to integrate members of our current management team with our business model would make it difficult for us to manage our business successfully and to pursue our growth strategy.

Our business is subject to seasonal sales fluctuations, which could result in volatility or have an adverse effect on the market price of our common stock.

Our business is subject to some degree of sales seasonality. Historically, the percentage of our annual revenue earned during the third and fourth fiscal quarters has been higher due, in part, to a greater number of print orders in anticipation of the year-end holiday season. If our business continues to experience seasonality, we may incur significant additional expenses during our third and fourth quarters, including additional staffing expenses. Consequently, if we were to experience lower than expected revenue during any future third or fourth quarter, whether from a general decline in economic conditions or other factors beyond our control, our expenses may not be offset, which would have a disproportionate impact on our operating results and financial condition for that year.

Price fluctuations in raw materials costs could adversely affect the margins on our print orders.

The print industry relies on a constant supply of various raw materials, including paper and ink. Prices within the print industry are directly affected by the cost of paper, which is purchased in a price sensitive market that has historically exhibited price and demand cyclicality. Prices are also affected by the cost of ink. Our profit margin and profitability is largely a function of the rates that our suppliers charge us compared to the rates that we charge our clients. If our suppliers increase the price of our print orders, and we are not able to find suitable or alternative suppliers, our profit margin may decline.

If any of our products cause damages or injuries, we may experience product liability claims.

Clients and third parties who claim to suffer damages or an injury caused by our products may bring lawsuits against us. Defending lawsuits arising out of any of the products we provide to our clients could be costly and absorb substantial amounts of management attention, which could adversely affect our financial performance. A significant product liability judgment against us could harm our reputation and business.

If any of our key clients fail to pay for our services, our profitability would be negatively impacted.

We take full title and risk of loss for the printed products we procure from our suppliers. Our obligation to pay our suppliers is not contingent upon receipt of payment from our clients. In 2004 and 2005, our revenue was $38.9 million and $76.9 million, respectively, and our top 10 clients accounted for 43% and 46%, respectively, of such revenue. If any of our key clients fails to pay for our services, our profitability would be negatively impacted.

We may not be able to identify suitable acquisition candidates, effectively integrate newly acquired businesses or achieve expected profitability from acquisitions.

Part of our growth strategy is to increase our revenue and the markets that we serve through the acquisition of additional businesses. We are actively considering certain acquisitions and will likely consider others. There can be no assurance that suitable candidates for acquisitions can be identified or, if suitable candidates are identified, that acquisitions can be completed on acceptable terms, if at all. Even if suitable candidates are identified, any future acquisitions may entail a number of risks that could adversely affect our business and the market price of our common stock, including the integration of the acquired operations, diversion of management’s attention, risks of entering markets in which we have limited experience, adverse short-term effects on our reported operating results, the potential loss of key employees of acquired businesses and risks associated with unanticipated liabilities.

We may use common stock to pay for acquisitions. If the owners of potential acquisition candidates are not willing to receive common stock in exchange for their businesses, our acquisition prospects could be limited. Future acquisitions could also result in accounting charges, potentially dilutive issuances of equity securities and increased debt and contingent liabilities, including liabilities related to unknown or undisclosed circumstances, any of which could have a material adverse effect on our business and the market price of our common stock.

We will incur increased costs as a result of being a public company.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we do not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the Securities and Exchange Commission (the SEC), the Public Company Accounting Oversight Board and the Nasdaq National Market, imposes additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase our costs and make some activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. For example, under Section 404 of the Sarbanes-Oxley Act, for our annual report on Form 10-K for our fiscal year ending December 31, 2007 we will need to document and test our internal control procedures, our management will need to assess and report on our internal control over financial reporting and our independent accountants will need to issue an opinion on that assessment and the effectiveness of those controls. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our accountants identified a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and the costs of our related legal, accounting and administrative activities by approximately $1.3 million per year. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

A significant or prolonged economic downturn, or a dramatic decline in the demand for printed products, could adversely affect our revenues and results of operations.

Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity and cyclicality in the industries and markets that they serve. Certain of our products are sold to industries, including the advertising industry, that experience significant fluctuations in demand based on general economic conditions, cyclicality and other factors beyond our control. An economic stagnation or downturn could result in a reduction of the marketing budgets of our clients or a decrease in the number of print jobs that our clients order from us. Reduced demand from one of these industries or markets could adversely affect our revenues, operating income and profitability.

Risks Related to this Offering and Ownership of Our Common Stock

Our stock price may be volatile, and you may not be able to resell your shares at or above the initial public offering price.

Prior to this offering, there has been no public market for shares of our common stock. An active public trading market for our common stock may not develop or, if it develops, may not be maintained after this offering, and the market price could fall below the initial public offering price. If no trading market develops, securities analysts may not initiate or maintain research coverage of our company, which could further depress the market for our common stock. Some of the factors that may cause the market price of our common stock to fluctuate include:

In addition, if the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. As a result, you could lose all or part of your investment. Our company, the selling stockholders and the representatives of the underwriters have negotiated to determine the initial public offering price. The initial public offering price may be higher than the trading price of our common stock following this offering.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

Our quarterly results are difficult to predict and may vary from quarter to quarter, which may result in our failure to meet the expectations of investors and increased volatility of our stock price.

The continued use of our services by our clients depends, in part, on the business activity of our clients and our ability to meet their cost saving needs, as well as their own changing business conditions. The time between our payment to the supplier of a print job and our receipt of payment from our clients varies with each print job and client. In addition, a significant percentage of our revenue is subject to the discretion of our enterprise and transactional clients, who may stop using our services at any time, subject, in the case of most of our enterprise clients, to advance notice requirements. Therefore, the number, size and profitability of print jobs may vary significantly from quarter to quarter. As a result, our quarterly operating results are difficult to predict and may fall below the expectations of current or potential investors in some future quarters, which could lead to a significant decline in the market price of our stock. This may lead to volatility in our stock price. The factors that are likely to cause these variations include:

Because a limited number of stockholders will control the majority of the voting power of our common stock, investors in this offering will not be able to determine the outcome of stockholder votes.

Upon completion of this offering, Orange Media, LLC, an entity controlled by Elizabeth Kramer Lefkofsky, who is the wife of Eric P. Lefkofsky, Richard A. Heise, Jr., InnerWorkings Series C Investment Partners, LLC, an entity controlled by Mr. Heise, and Incorp, LLC, an entity controlled by Orange Media and Mr. Heise, will beneficially own and have the ability to exercise voting control over, in the aggregate, 41.1% of our outstanding common stock. In addition, New Enterprise Associates 11, Limited Partnership and NEA Ventures 2005, Limited Partnership will beneficially own, and have the ability to exercise voting control over, in the aggregate, 18.5% of our outstanding common stock. As a result, these stockholders will be able to exercise significant control over all matters requiring stockholder approval, including the election of directors, any amendments to our certificate of incorporation and significant corporate transactions. These stockholders may exercise this control even if they are opposed by our other stockholders. Without the consent of these stockholders, we could be delayed or prevented from entering into transactions (including the acquisition of our company by third parties) that may be viewed as beneficial to us or our other stockholders. In addition, this significant concentration of stock ownership may adversely affect the trading price of our common stock if investors perceive disadvantages in owning stock in a company with controlling stockholders.

The future sale of our common stock could negatively affect our stock price after this offering.

After this offering, we will have 44,014,319 shares of common stock outstanding, 10,590,000 of which will be available for immediate public sale. The remaining 33,424,319 shares of common stock outstanding after this offering, including an aggregate of 26,215,485 shares beneficially owned by Orange Media, LLC, Richard A. Heise, Jr., InnerWorkings Series C Investment Partners, LLC, Incorp, LLC, New Enterprise Associates 11, Limited Partnership and NEA Ventures 2005, Limited Partnership, will be available for sale 180 days after the date of this prospectus under Rule 144 from time to time upon the expiration of various one-year holding periods, subject to volume, manner of sale and other limitations under Rule 144. Additional sales of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline.

Our directors, officers and stockholders have agreed to enter into “lock up” agreements with the underwriters, in which they will agree to refrain from selling their shares for a period of 180 days after this offering. 33,170,254 of these shares will become available for sale 180 days after this offering upon the expiration of these agreements. Increased sales of our common stock in the market could exert significant downward pressure on our stock price. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate.

In addition, 12,705,230 of our shares of common stock, including shares beneficially owned by Orange Media, LLC, Mr. Heise and New Enterprise Associates 11, Limited Partnership and NEA Ventures 2005, Limited Partnership, will be entitled to registration rights with respect to these shares after this offering. Such holders may require us to register the resale of all or substantially all of these shares upon demand. These holders include certain individuals and entities that will be selling shares of our common stock in this offering.

We will have broad discretion in using our net proceeds from this offering, and the benefits from our use of the proceeds may not meet investors’ expectations.

Our management will have broad discretion over the allocation of our net proceeds from this offering as well as over the timing of their expenditure without stockholder approval. We have not yet determined the specific amounts of the $54.1 million of our net proceeds to be used to expand our sales force, to acquire or make strategic investments in complementary businesses and for working capital and other general corporate purposes. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of our net proceeds from this offering. Our failure to apply these proceeds effectively could cause our business to suffer.

Because our existing investors paid substantially less than the initial public offering price when they purchased their shares, new investors will incur immediate and substantial dilution in their investment.

Investors purchasing shares in this offering will incur immediate and substantial dilution in net tangible book value per share because the price that new investors pay will be substantially greater than the net tangible book value per share of the shares acquired. This dilution is due in large part to the fact that our existing investors paid substantially less than the initial public offering price when they purchased their shares. In addition, there will be options to purchase5,345,667 shares of common stock outstanding upon the completion of this offering. To the extent such options are exercised in the future, there will be further dilution to new investors.

The initial public offering price for the shares sold in this offering was determined by negotiations among us, the selling stockholders and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. See “Underwriting” for a discussion of the determination of the initial public offering price.

We do not currently intend to pay dividends, which may limit the return on your investment in us.

We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

If our board of directors authorizes the issuance of preferred stock, holders of our common stock could be diluted and harmed.

Our board of directors has the authority to issue up to 5,000,000 shares of preferred stock in one or more series and to establish the preferred stock’s voting powers, preferences and other rights and qualifications without any further vote or action by the stockholders. The issuance of preferred stock could adversely affect the voting power and dividend liquidation rights of the holders of common stock. In addition, the issuance of preferred stock could have the effect of making it more difficult for a third party to acquire, or discouraging a third party from acquiring, a majority of our outstanding voting stock or otherwise adversely affect the market price of our common stock. It is possible that we may need to raise capital through the sale of preferred stock in the future.

FORWARD-LOOKING STATEMENTS

Many of the statements included in this prospectus contain forward-looking statements and information relating to our company. We generally identify forward-looking statements by the use of terminology such as “may,” “will,” “could,” “should,” “potential,” “continue,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” or similar phrases or the negatives of such terms. We base these statements on our beliefs as well as assumptions we made using information currently available to us. Such statements are subject to risks, uncertainties and assumptions, including those identified in “Risk Factors,” as well as other matters not yet known to us or not currently considered material by us. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this prospectus. Forward-looking statements do not guarantee future performance and should not be considered as statements of fact.

Factors that may cause actual results to differ from expected results include, among others:

All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

See the section entitled “Risk Factors” for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us.

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of the 7,060,000 shares of our common stock we are offering will be approximately $54.1 million, assuming an initial public offering price of$8.50 per share, the midpoint of the filing range set forth on the cover of this prospectus, and after deducting the underwriting discounts and estimated expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

We intend to use our net proceeds from this offering primarily to expand our sales force, to acquire or make strategic investments in complementary businesses and for working capital and other general corporate purposes. As of the date of this prospectus, we have no binding commitment or agreement relating to any acquisition or investment. We have not yet determined the amount of our net proceeds to be used specifically for any of the foregoing purposes. Accordingly, management will have significant flexibility in applying our net proceeds of this offering. We also intend to use a portion of our net proceeds from this offering to repay all outstanding principal and accrued interest owed under our line of credit with JPMorgan Chase Bank, N.A. The amounts borrowed under our line of credit are due in full on June 30, 2007. As of June 30, 2006, the outstanding indebtedness under our line of credit was $2.5 million, which bears interest at the prime rate. We used the borrowings under our line of credit during 2005 for working capital and other general corporate purposes. In addition to the foregoing purposes, we intend to use approximately $7.0 million of our net proceeds from this offering to make required preference and accrued dividend payments to the holders of our Series B, D and E preferred shares. Pending their use, we intend to invest the balance of our net proceeds from this offering in short-term, investment grade interest-bearing instruments.

DIVIDEND POLICY

We currently do not intend to pay any dividends on our common stock after the completion of this offering. We intend to retain all available funds and any future earnings for use in the operation and expansion of our business. Any determination in the future to pay dividends will depend upon our financial condition, capital requirements, operating results and other factors deemed relevant by our board of directors, including any contractual or statutory restrictions on our ability to pay dividends.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2006:

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock,” and our consolidated financial statements and related notes which are included elsewhere in this prospectus.

		As of June 30, 2006
		Actual				Pro forma				Pro forma as adjusted
		(in thousands)
						(unaudited)
Cash and cash equivalents		$	2,163			$	2,163			$	46,782
Line of credit			2,490				2,490				—
Long-term debt, including current portion and capital leases(1)			341				341				341
Series D Preferred Stock, par value $3.125 per share, 1,600,000 shares authorized, 1,600,000 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			4,931				—				—
Series E Preferred Stock, par value $4.92 per share, 10,167,730 shares authorized, 10,167,730 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			50,306				—				—
Stockholders’ equity:
Class A Common Stock, par value $0.0001 per share, 60,000,000 shares authorized, 23,479,089 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			3,717				—				—
Class B Common Stock, par value $0.0001 per share, 5,873,500 shares authorized, 770,000 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			279				—				—
Series B Preferred Stock, par value $0.80 per share, 937,500 shares authorized, 937,500 shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma; no shares authorized, no shares issued and outstanding, pro forma as adjusted			765				—				—
Common Stock, par value $0.0001 per share, no shares authorized, no shares issued and outstanding, actual; 200,000,000 shares authorized, 36,954,319 shares issued and outstanding, pro forma; 200,000,000 shares authorized, 44,014,319 shares issued and outstanding, pro forma as adjusted			—				59,997				114,107
Preferred Stock, par value $0.0001 per share, no shares authorized, no shares issued and outstanding, actual; 5,000,000 shares authorized, no shares issued and outstanding, pro forma; 5,000,000 shares authorized, no shares issued and outstanding, pro forma as adjusted			—				—				—
Additional paid-in capital			5,124				5,124				5,124
Treasury stock at cost			(40,000	)			(40,000	)			(40,000	)
Accumulated deficit			1,464				(5,536	)			(5,536	)
Total stockholders’ equity (deficit)			(28,651	)			19,585				73,695
Total capitalization		$	29,417			$	22,416			$	74,036

DILUTION

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering.

Our pro forma net tangible book value as of June 30, 2006 was approximately $13.6 million, or $0.37 per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the number of shares of our common stock outstanding, on a pro forma basis after giving effect to the recapitalization of all outstanding shares of our Class A common stock, Class B common stock, Series B preferred stock, Series D preferred stock and Series E preferred stock into shares of our common stock on a one-for-one basis to be effectuated prior to the completion of this offering and approximately $7.0 million of required preference and accrued dividend payments to the holders of our Series B, D and E preferred shares.

After giving effect to the sale of the 7,060,000 shares of common stock offered by us assuming an initial public offering price of $8.50 per share, the midpoint of the filing range set forth on the cover of this prospectus, and after deducting the underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2006 would have been approximately $67.7 million, or $1.54 per share. This represents an immediate increase in pro forma net tangible book value of $1.17 per share to existing stockholders and an immediate dilution of $6.96 per share to new investors. The following table illustrates this dilution:

After this offering and assuming the exercise in full of all options outstanding and exercisable as of June 30, 2006, pro forma as adjusted net tangible book value per share as of June 30, 2006 would have been $1.50, representing an immediate increase in pro forma net tangible book value of $1.13 per share to existing stockholders and an immediate dilution of $7.00 per share to new investors.

We will not receive any proceeds from the sale of the 3,530,000 shares to be sold by the selling stockholders or the 1,588,500 shares that may be sold by the selling stockholders pursuant to the underwriters’ over-allotment option.

The following table sets forth on a pro forma as adjusted basis as of June 30, 2006:

These pro forma numbers give effect to the recapitalization of all outstanding shares of our Class A common stock, Class B common stock, Series B preferred stock, Series D preferred stock and Series E preferred stock into shares of our common stock on a one-for-one basis to be effectuated prior to the completion of this offering.

The share information shown in the table above excludes:

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table presents selected consolidated financial and other data as of and for the periods indicated. You should read the following information together with the more detailed information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes.

(4)

Reflects total number of enterprise clients as of the last day of the applicable period and number of transactional clients served in the applicable period.

(5)

Reflects total number of print jobs executed in the applicable period.

(6)

Reflects number of employees and independent contractors as of the last day of the applicable period.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes, which appear elsewhere in this prospectus. It contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading “Risk Factors.”

Overview

We are a leading provider of print procurement solutions to corporate clients in the United States. Utilizing our proprietary technology and database, as well as our extensive domain expertise, we create a competitive bid process to procure, purchase and deliver printed products as part of a comprehensive outsourced enterprise solution and in individual transactions. Our technology is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional print supply chain to obtain favorable pricing and to deliver high-quality products and services for our clients.

Our proprietary software applications and database, PPM4™, create a fully-integrated solution that stores, analyzes and tracks the production capabilities of our supplier network, as well as quote and price data for each bid we receive and print job we execute. As a result, we believe PPM4™ contains one of the largest independent repositories of equipment profiles and price data for print suppliers in the United States. We leverage our technology to match each print job with the supplier that is optimally suited to meet the client’s needs at a highly competitive price. Our procurement managers use PPM4™ to manage the print procurement process from end-to-end.

Through our network of over 2,700 suppliers, we offer a full range of print, fulfillment and logistics services that allows us to procure printed products on virtually any substrate. The breadth of our product offerings and services and the depth of our supplier network enable us to fulfill up to 100% of the print procurement needs of our clients. By leveraging our technology platform, our clients are able to reduce overhead costs, redeploy internal resources and obtain favorable pricing and service terms. In addition, our ability to track individual transactions and provide customized reports detailing print procurement activity on an enterprise-wide basis provides our clients with greater visibility and control of their print expenditures.

We believe the opportunity exists to expand our business into new geographic markets. Our headquarters are located in Chicago, and approximately 66% of our clients as of December 31, 2005 were located in Illinois. Our objective is to increase our sales in other major print markets in the United States, such as Boston, Los Angeles, Minneapolis, New York and San Francisco. We intend to hire or acquire more account executives within close proximity to these large markets, which accounted for, in aggregate,$18.4 billion of print expenditures in 2005, according to PIA/GATF. In addition, given that the print industry is a global business, over time we intend to evaluate opportunities to access attractive markets outside the United States. For example, in March 2006 we entered into a strategic agreement to grant SNP Corporation Ltd. a non-exclusive, non-transferable license to use certain non-core applications of our software in China, Singapore and Hong Kong.

We acquired Graphography Limited LLC on May 31, 2006. Our results of operations during the six months ended June 30, 2006 include Graphography’s results of operations in June 2006. Our results of operations in future periods will include Graphography’s results of operations for the entire periods.

Recent Developments

Series E Investment.    In January 2006, we issued 10,167,730 Series E preferred shares, or approximately 25% of our equity interests on a fully-diluted basis, to New Enterprise Associates 11, Limited Partnership, NEA Ventures 2005, Limited Partnership and Printworks Series E, LLC in exchange for $50 million in cash, or $4.92 per share. We retained $10 million of these proceeds for working capital and general corporate purposes. We

used $40 million of these proceeds to redeem Class A common shares held by our existing stockholders on a pro rata basis at a purchase price of $4.92 per share. See “Certain Relationships and Related Party Transactions—Series E Investment.”

SNP Transaction.    In March 2006, we entered into a strategic agreement pursuant to which we granted SNP Corporation Ltd., a leading, Singapore-Exchange listed printing group in the Asia Pacific region (SNP), a non-exclusive, non-transferable license to use certain non-core applications of our software in China, Singapore and Hong Kong. Pursuant to the terms of the agreement, SNP is paying us $1.0 million in five monthly installments of $200,000, which began in April 2006. The initial term of the agreement is one year and is automatically renewed for successive one-year terms in the absence of a termination by either party. In the event the agreement is renewed, SNP will pay us 1% of the gross revenue for all transactions processed through the licensed software during the term of the agreement. In connection with the agreement, we sold 254,065 shares of our common stock to SNP at a price of $4.92 per share for a total purchase price of $1.25 million.

Graphography Acquisition.    On May 31, 2006, we acquired Graphography Limited LLC, a provider of production management services, including print procurement and promotional services. In 2005, Graphography generated revenue of $23.8 million, representing 23.6% of our 2005 pro forma revenue. We believe that the Graphography acquisition provides important strategic benefits for our company. As a result of the acquisition, we established a significant presence in the New York market, which is the third largest print market in the United States. Graphography adds two new significant enterprise clients, a Fortune 500 manufacturing and marketing company and a multi-billion dollar international beverage distributor, each of which would have been in our top five accounts based on revenue generated in 2005 on a pro forma basis. It also adds more than 100 transactional clients, which expands our pipeline of clients to which we can market our enterprise solution. In addition, we gained approximately 400 new suppliers that can provide printing and promotional services to our existing clients. We also acquired three additional sales executives as well as two additional lead production managers, and their corresponding production teams, with significant expertise in the areas of direct mail and promotional products. The acquisition enabled us to populate our proprietary database with over 10,000 historical Graphography print jobs and quotes, increasing the size of our PPM4^™ database by over 15% and enhancing our ability to identify optimal pricing for our clients.

The acquisition consideration for Graphography consisted of approximately $4.525 million in cash paid on May 31, 2006. In addition, the former owners of Graphography will receive:

Revenue

We generate revenue through the sale of printed products to our clients. Our revenue was $5.0 million, $16.3 million, $38.9 million and $76.9 million in 2002, 2003, 2004 and 2005, respectively, reflecting growth rates of 226.5%, 139.6% and 97.7% in 2003, 2004 and 2005, respectively, as compared to the corresponding prior year. As our revenue has grown since our inception, our growth rates have decreased. We expect that our revenue will continue to increase and that our growth rates will continue to decrease. Our revenue is generated from two different types of clients: enterprise and transactional. Our enterprise jobs usually involve higher dollar amounts and volume than our transactional jobs. We categorize a client as an enterprise client if we have a contract with the client for the provision of printing services on a recurring basis; if the client has signed an open-ended purchase order, or a series of related purchase orders; or if the client has enrolled in our e-stores program, which enables the client to make online purchases of printing services on a recurring basis. We categorize all other clients as transactional. We enter into contracts with our enterprise clients to provide some or a substantial

portion of their printed products on a recurring basis. Our contracts with enterprise clients generally have an open-ended term subject to termination by either party upon prior notice of 90 to 180 days. Several of our larger enterprise clients have outsourced substantially all of their recurring print needs to us. We provide printed products to our transactional clients on an order-by-order basis. As of December 31, 2005, we had 69 enterprise clients and, from our inception through December 31, 2005, we served over 1,100 transactional clients. During 2005, enterprise clients accounted for 69% of our revenue, while transactional clients accounted for 31% of our revenue.

Our revenue consists of the prices paid by our clients for printed products. These prices, in turn, reflect the amounts charged to us by our suppliers plus our gross profit. Our gross profit margin, in the case of some of our enterprise clients, is fixed by contract or, in the case of transactional clients, is negotiated on a job-by-job basis. Once either type of client accepts our pricing terms, the selling price is established and we procure the product for our own account in order to re-sell it to the client. We take full title and risk of loss for the product upon shipment. The finished product is typically shipped directly from the supplier to a destination specified by the client. Upon shipment, the supplier invoices us for its production costs and we invoice the client.

Our revenue from enterprise clients tends to generate lower gross profit margins than our revenue from transactional clients because the gross profit margins established in our contracts with large enterprise clients are generally lower than the gross profit margins we typically realize in our transactional business. Although our enterprise revenue generates lower gross profit margins, our enterprise business tends to be more profitable than our transactional business on an operating profit basis because the commission expense associated with enterprise jobs is generally lower.

The print industry has historically been subject to seasonal sales fluctuations because a substantial number of print orders are placed for the year-end holiday season. We have historically experienced seasonal client buying patterns with a higher percentage of our revenue being earned in our third and fourth quarters. The revenue from our wholly-owned subsidiary, Insight World Group, LLC, is particularly subject to these seasonal fluctuations because its primary products include toys, games and other items that clients generally order in increased quantities in anticipation of the year-end holiday season. We expect these seasonal revenue patterns to continue.

Cost of Goods Sold and Gross Profit

Our cost of goods sold consists primarily of the price at which we purchase products from our suppliers. Our selling price, including our gross profit, in the case of some of our enterprise jobs, is based on a fixed gross margin established by contract or, in the case of transactional jobs, is determined at the discretion of the account executive or procurement manager within predetermined parameters. Our gross margins on our enterprise jobs are typically lower than our gross margins on our transactional jobs. As a result, our cost of goods sold as a percentage of revenue for our enterprise jobs is typically higher than those for our transactional jobs. Our gross profit for 2003, 2004 and 2005 was $3.7 million, $8.4 million and $15.6 million, respectively.

Operating Expenses and Income from Operations

Commissions paid to our account executives are a significant component of our operating expenses. The commissions we pay to our account executives are based on the gross profit we collect from the clients for which they have responsibility. As a percentage of our gross profit, commissions were 15.4%, 21.3% and 22.4% in 2003, 2004 and 2005, respectively. The increase in commissions as a percentage of our gross profit is a result of the relatively high volume of business in 2003 initiated by our senior management, to whom we do not pay sales commissions. This business as a percentage of our total revenue decreased in 2004 and 2005, resulting in relatively higher commissions as a percentage of our total revenue in those years. Although our commissions as a percentage of our gross profit have increased over the past three years, we do not expect this to continue. As a greater portion of our revenue is generated from large enterprise accounts, we expect our commissions as a percentage of our gross profits to decrease.

We accrue for commissions when we recognize the related revenue. Some of our account executives receive a monthly draw to provide them with a more consistent income stream. The cash paid to our account executives in advance of commissions earned is reflected as a prepaid expense on our balance sheet. As our account executives earn commissions, a portion of their commission payment is withheld and offset against their prepaid commission balance, if any. Our prepaid commission balance was $565,000 as of December 31, 2003, $470,000 as of December 31, 2004 and $1.6 million as of December 31, 2005. Our general and administrative expenses consist mainly of compensation costs for our management team and procurement managers. Our general and administrative expenses also include compensation costs for our finance and support employees, corporate systems, and accounting, legal, facilities and travel and entertainment expenses. We have been able to manage our business with relatively low general and administrative expenses. General and administrative expenses as a percentage of revenue were 14.7%, 11.1% and 9.3% in 2003, 2004 and 2005, respectively. The decrease in general and administrative expenses as a percentage of revenue over the past three years reflects our ability to add clients and account executives without incurring a corresponding increase in our general and administrative expenses. We expect this trend to continue.

We agree to provide our clients with printed products that conform with the industry standard of a “commercially reasonable quality,” and our suppliers in turn agree to provide us with products of the same quality. In addition, the quotes we execute with our clients include customary industry terms and conditions that limit the amount of our liability for product defects. Product defects have not had a material adverse effect on our results of operations.

We are required to make payment to our suppliers for completed print jobs regardless of whether our clients make payment to us. To date, the failure of our clients to make required payments has not had a material adverse effect on our results of operations. Our bad debt expense was approximately $125,000, $149,000, and $176,000 in 2003, 2004 and 2005, respectively.

Our income from operations for 2003, 2004 and 2005 was $765,000, $2.1 million and $4.6 million, respectively.

Recapitalization

Prior to the completion of this offering, we intend to recapitalize all outstanding shares of our Class A common stock, Class B common stock, Series B preferred stock, Series D preferred stock and Series E preferred stock into shares of our common stock on a one-for-one basis. For a discussion of the recapitalization, see “Certain Relationships and Related Party Transactions—Recapitalization.”

Income Taxes

On January 3, 2006, our company completed a conversion pursuant to which InnerWorkings, LLC, a limited liability company, converted to InnerWorkings, Inc., a corporation. As a limited liability company, we were treated as a partnership for federal, state and local income tax purposes. As a result, all items of income, expense, gain and loss of InnerWorkings were generally reportable on the tax returns of members of InnerWorkings, LLC. Accordingly, we made no provisions for income taxes at the company level through December 31, 2005. Our earnings are now subject to federal, state and local taxes at a combined rate of approximately 39.0%.

Critical Accounting Policies

Revenue Recognition

Revenue is recognized when the product is shipped from a third party to the customer, which is when title transfers. In accordance with EITF Issue 99-19,Reporting Revenue Gross as a Principal versus Net as an Agent, we recognize revenue on a gross basis, as opposed to a net basis similar to a commission arrangement, because

we bear the risks and benefits associated with revenue-generated activities by: (1) acting as a principal in the transaction; (2) establishing prices; (3) being responsible for fulfillment of the order; (4) taking the risk of loss for collection, delivery and returns; and (5) marketing our products, among other things.

Goodwill and Other Intangibles

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identified assets of businesses acquired. Under SFAS No. 142,Goodwill and other Intangible Assets, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or if certain circumstances indicate a possible impairment may exist, in accordance with the provisions of SFAS No. 142. We evaluate recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the fair value for the reporting unit is compared to its book value, including goodwill. If the fair value of the reporting unit is less than the book value, a second step is performed, which compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the goodwill is determined based on the difference between the fair values of the reporting units and the net fair values of the identifiable assets and liabilities of such reporting units. If the fair value of the goodwill is less than the book value, the difference is recognized as an impairment. As of December 31, 2005, our net goodwill balance was $353,000.

SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for the impairment in accordance with SFAS No. 144,Accounting for Impairment or Disposal of Long-Lived Assets. Our intangible assets consist of customer lists and non-compete agreements with account executives and are amortized on the straight-line basis. We believe the customer lists have ten-year useful lives, and we are amortizing the non-compete agreements over the terms of the agreements. As of December 31, 2005, the net balance of our intangible assets was $931,000.

Stock-Based Compensation

Prior to January 1, 2006, we accounted for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board (APB) Opinion No. 25,Accounting for Stock Issued to Employees, and complied with the disclosure requirements of Financial Accounting Standards Board (FASB) No. 148,Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123. Effective January 1, 2006, we adopted the fair value recognition provisions of FAS 123 (R),Share-Based Payments, using the prospective transition method and Black-Scholes as the option valuation model. Under the transition method, we will continue to account for nonvested equity awards outstanding at the date of adopting Statement 123 (R) in the same manner as they had been accounted for prior to adoption. As a result, under APB No. 25, compensation expense is based on the difference, if any, on the grant date between the estimated fair value of our stock and the exercise price of options to purchase that stock. The compensation expense is then amortized over the vesting period of the stock options.

Between June 30, 2005 and June 30, 2006, we granted options to purchase 2,192,000 shares of our common stock. The estimated per share fair value of the shares underlying these option grants ranged from $0.65 to $5.35.

Between June 30, 2005 and December 31, 2005, we granted options to purchase 997,000 shares of our common stock. We granted options to purchase 992,000 of these shares with exercise prices equal to the estimated per share fair value of our common stock as of the grant date. In August 2005, we engaged an independent valuation specialist to perform a retrospective valuation of our common stock as of November 30, 2004. On September 16, 2005, the valuation specialist delivered a report stating that the fair value of our common stock as of November 30, 2004 was $0.43 per share. Shortly after our receipt of the report, we used the valuation specialist’s methodology to determine that the fair value of our common stock as of June 30, 2005 was $0.65 per share. In October 2005, we used the valuation specialist’s methodology to determine that the fair value of our common stock as of September 30, 2005 was $0.65 per share. Based on these determinations, we

established an exercise price of no less than $0.65 per share for the options granted between June 30, 2005 and December 31, 2005. Using the valuation specialist’s methodology, we valued our business as of June 30, 2005 and September 30, 2005 by calculating the present value of our future available cash flows at an appropriate rate. For purposes of estimating our future available cash flows, we made significant assumptions with respect to revenue growth rates, forecasted net income and debt-free future cash flow. We applied a 40% rate to calculate the present value of our future available cash flows based on the independent valuation specialist’s determination that we were in our second stage, or “expansion” stage, of development. We also applied a 5% lack of marketability discount to our enterprise value, which took into account the fact that minority investments in private companies are less liquid than similar investments in publicly-traded companies. There is inherent uncertainty in these estimates.

We believe that the per share fair value of our common stock increased from $0.43 as of November 30, 2004 to $0.65 as of September 30, 2005 as a result of the following developments, among others:

During the nine months ended September 30, 2005, two Fortune 500 companies became enterprise clients. We hired 51 employees and independent contractors during this period, increasing the total to 136. Revenue during this period increased more than 130% from revenue during the prior comparable period.

We accounted for options granted prior to December 31, 2005 in accordance with APB Opinion No. 25. The exercise price of all of the options that we granted during this period was at or above fair market value. As a result, there was no intrinsic value associated with these option grants. Pursuant to APB Opinion No. 25, we were not required to record any compensation expense in connection with these option grants.

On March 1, 2006, we granted options to purchase 30,000 shares of our common stock. The estimated per share fair value of this option grant was $4.92. The basis for determining the estimated per share fair value of this option grant was the contemporaneous arm’s length negotiation of a transaction involving the sale of certain shares of our common stock to SNP. Effective January 1, 2006, we calculate compensation expense under SFAS No. 123 (R) based on the Black-Scholes value of options at the time of grant and record compensation expense in equal amounts as the options vest. We estimated the Black-Scholes value of these options using the following assumptions: expected volatility: 33.5%; risk-free interest rate: 4.63%; expected life: 10 years; exercise price: $4.92 per share; and fair market value: $4.92 per share. We recorded compensation expense of $112,628 in the six months ended June 30, 2006.

On May 8 and June 5, 2006, we granted options to purchase a total of 1,165,000 shares of our common stock. The exercise price of the options to purchase 1,150,000 shares of our common stock that we granted on May 8, 2006 was $4.92 per share, which was the price per share paid by SNP in April 2006. On June 1, 2006, the same valuation specialist that we engaged in August 2005 delivered a report stating that the fair value of our common stock as of May 8, 2006 was $5.35 per share. We used this as the exercise price of the options to purchase 15,000 shares of our common stock that we granted on June 5, 2006. We also used this as the estimated per share fair value of this option grant and the May 8, 2006 option grant. We estimated the Black-Scholes value of these options using the following assumptions: expected volatility: 33.5%; risk-free interest rate: 5.01%; expected life: 10 years; exercise price: $4.92 per share or $5.35 per share, as applicable; and fair market value: $5.35 per share. We expect that our expense for our 2006 option grants will be approximately $430,000 in 2006 and $640,000 in 2007.

We believe that the per share fair value of our common stock increased from $0.65 as of September 30, 2005 to $5.35 as of May 8, 2006 as a result of the following developments, among others:

From January 1, 2006 to April 30, 2006, six Fortune 500 companies became enterprise clients. The addition of enterprise agreements and the prospect of additional capital from this offering increased our revenue projections. From January 1, 2006 to April 30, 2006, our revenue increased more than 80% from the prior comparable period. In January 2006, we completed a Series E preferred round of financing at a purchase price of

$4.92 per share, which provided $9.4 million of working capital. In April 2006, we entered into a strategic alliance with SNP to license a portion of our technology. This alliance included the sale of our common stock to SNP at a purchase price of $4.92 per share.

As of June 30, 2006, there were 5,315,667 options to purchase shares of our common stock outstanding. Of these outstanding options, 1,905,667 were vested and 3,410,000 were unvested. Assuming an initial public offering price of $8.50 per share, the midpoint of the filing range set forth on the cover of this prospectus, the intrinsic value of these outstanding options as of June 30, 2006 was $37.0 million, of which $15.1 million related to vested options and $21.9 million related to unvested options.

Prior to the completion of this offering, we intend to grant options to purchase 30,000 shares of our common stock under our Stock Incentive Plan to certain employees at an exercise price equal to the initial public offering price. The options will vest in equal annual installments over the three-year period following the completion of this offering. Assuming the shares being offered pursuant to this prospectus are offered at $8.50 per share, the midpoint of the filing range set forth on the cover of this prospectus, the value of the option grants, as calculated in accordance with FAS No. 123 (R),Share-Based Payments, will be approximately $141,000, which will be expensed in equal installments over three years.

We believe that the per share fair value of our common stock increased from $5.35 as of May 8, 2006 to $8.50, the midpoint of the filing range set forth on the cover of this prospectus, as a result of the following developments, among others:

Results of Operations

The following table sets forth our consolidated statements of income data for the periods presented as a percentage of our revenue:

Comparison of six months ended June 30, 2006 and 2005

Revenue

Our revenue increased by $26.4 million, or 84.8%, from $31.2 million during the six months ended June 30, 2005 to $57.6 million during the six months ended June 30, 2006. The revenue growth reflects an increase in enterprise business, including an increase in business from a significant Graphography enterprise client, during the six months ended June 30, 2006, offset by a slight decrease in transactional business. We increased our business from enterprise clients to 78% of our revenue during the six months ended June 30, 2006, up from 54% of our revenue during the six months ended June 30, 2005. Our revenue from enterprise clients increased by $28.2 million, or 168.3%, from $16.8 million during the six months ended June 30, 2005 to $45.0 million during the six months ended June 30, 2006. As of June 30, 2006, we had 81 enterprise clients under contract, which was an increase of 22, compared to 59 enterprise clients under contract as of June 30, 2005. In addition, we performed 7,255 print jobs during the six months ended June 30, 2006, compared to 5,098 print jobs during the six months ended June 30, 2005. Although we did not acquire Graphography until May 31, 2006, it accounted for approximately $8.0 million of the $26.4 million increase in our revenue during the six months ended June 30, 2006 due to the significant seasonality of business from one of its enterprise clients.

Cost of goods sold

Our cost of goods sold increased by $21.3 million, or 86.3%, from $24.7 million during the six months ended June 30, 2005 to $46.0 million during the six months ended June 30, 2006. The increase reflects the revenue growth during the six months ended June 30, 2006. Our cost of goods sold as a percentage of revenue increased from 79.2% during the six months ended June 30, 2005 to 79.9% during the six months ended June 30, 2006. The increase is due to the inclusion of the Graphography business in June 2006. A significant portion of

Graphography’s revenue in June 2006 was generated from one of its significant enterprise clients, which resulted in a higher cost of goods sold as a percentage of revenue.

Gross Profit

Our gross profit as a percentage of revenue decreased from 20.8% during the six months ended June 30, 2005 to 20.1% during the six months ended June 30, 2006. The decrease is due to the inclusion of the Graphography business in June 2006. Because of its higher concentration of enterprise business, Graphography had a lower gross profit margin than we did in June 2006 and is expected to continue to have a lower gross profit margin. Excluding Graphography, we would have generated a gross profit margin of 21.8% during the six months ended June 30, 2006, as compared to 20.8% during the six months ended June 30, 2005. The increase in gross profit margin is due to early pay discounts and rebates earned from our suppliers.

Selling, general and administrative expenses

Commission expense increased by $623,000, or 36.0%, from $1.7 million during the six months ended June 30, 2005 to $2.4 million during the six months ended June 30, 2006. As a percentage of revenue, commission expense decreased from 5.5% during the six months ended June 30, 2005 to 4.1% during the six months ended June 30, 2006. The decrease is a result of a higher concentration of business with enterprise clients. Historically, lower commission rates have been paid on our enterprise business.

General and administrative expense increased by $1.9 million, or 64.7%, from $2.9 million during the six months ended June 30, 2005 to $4.8 million during the six months ended June 30, 2006. General and administrative expense decreased as a percentage of revenue from 9.3% during the six months ended June 30, 2005 to 8.3% during the six months ended June 30, 2006. The decrease is primarily due to a decrease in salaries and benefits as a percentage of revenue. Salaries and benefits decreased as a percentage of revenue from 5.8% during the six months ended June 30, 2005 to 5.0% during the six months ended June 30, 2006. The decrease reflects our ability to add clients and account executives to increase our revenue without incurring a corresponding increase in our general and administrative expense.

Depreciation and amortization

Depreciation and amortization expense increased by $184,000, or 122.1%, from $150,000 during the six months ended June 30, 2005 to $334,000 during the six months ended June 30, 2006. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment and furniture and fixtures as well as capitalization of costs of computer software for internal use in accordance with Statement of Position 98-1 during 2005. The increase in amortization expense is a result of the amortization of the intangible assets acquired in connection with our purchase of the remaining 49% ownership interest in Insight World Group, LLC, which was completed in March 2005.

Income from operations

Income from operations increased by $2.4 million or 143.4%, from $1.7 million during the six months ended June 30, 2005 to $4.1 million during the six months ended June 30, 2006. As a percentage of revenue, income from operations increased from 5.5% during the six months ended June 30, 2005 to 7.2% during the six months ended June 30, 2006. The increase in income from operations as a percentage of revenue is a result of a decrease in our selling, general and administrative expenses as a percentage of revenue.

Minority interest income

Minority interest income decreased $58,000 from $58,000 during the six months ended June 30, 2005 to zero during the six months ended June 30, 2006. Our minority interest income during the six months ended June 30, 2005 was attributable to the ownership interest we did not own in Insight World Group, LLC. In March 2005, we purchased the remaining 49% ownership interest in Insight. The minority interest income was reduced to zero as a result of this purchase and the resulting ownership of 100% of the business.

Other income and expense

Other income and expense increased $124,000 from expense of $34,000 during the six months ended June 30, 2005 to income of $90,000 during the six months ended June 30, 2006. The increase is due to an increase in interest income from $35,000 during the six months ended June 30, 2005 to $180,000 during the three months ended June 30, 2006. The increase in interest income is a result of our issuance of $50 million of Series E preferred stock on January 3, 2006. We retained $10 million of these proceeds, which were invested in money market funds from January 3, 2006 to June 30, 2006.

Provision for income taxes

Provision for income taxes increased by $1.7 million from zero during the six months ended June 30, 2005 to $1.7 million during the six months ended June 30, 2006. The provision for income taxes was zero during the six months ended June 30, 2005 because we were a limited liability company (LLC) and, as a result, did not pay income taxes. The income of the company flowed through to the members of the LLC. We converted from an LLC to a corporation on January 3, 2006. As a result, we have a provision for federal and state income taxes for the six months ended June 30, 2006.

We used $40 million of the $50 million we received in exchange for the issuance of our Series E preferred stock to redeem Class A common shares held by our existing stockholders in connection with our conversion from a limited liability company to a corporation. The cash distribution was taxable to our stockholders and resulted in a $34.0 million step-up in the basis of our assets for tax purposes. As a result of the $34.0 million step-up, we recognized a deferred tax asset of $13.2 million, for which we recorded a valuation allowance of $6.6 million and a corresponding net increase to additional paid in capital of $6.6 million. For the six months ended June 30, 2006, the provision for federal and state income taxes was $1.7 million, resulting in an effective tax rate of 40%.

Net income

Net income increased by $817,000, or 47.2%, from $1.7 million during the six months ended June 30, 2005 to $2.5 million during the six months ended June 30, 2006. Net income as a percentage of revenue decreased from 5.5% during the six months ended June 30, 2005 to 4.4% during the six months ended June 30, 2006. Pretax income as a percentage of revenue increased to 7.4% during the six months ended June 30, 2006. The increase in net income as a percentage of revenue is largely a result of improved operating profit. Selling, general and administrative expenses as a percentage of revenue decreased from 14.8% during the six months ended June 30, 2005 to 12.3% during the six months ended June 30, 2006.

Comparison of years ended December 31, 2005 and 2004

Revenue

Our revenue increased by $38.0 million, or 97.7%, from $38.9 million in 2004 to $76.9 million in 2005. The revenue growth reflects an increase in transactional and enterprise business in 2005. We increased our business from enterprise clients to 69% of our revenue in 2005, up from 50% of our revenue in 2004. Our revenue from enterprise clients increased by $33.3 million, or 172.5%, from $19.5 million in 2004 to $52.8 million in 2005. As of December 31, 2005, we had 69 enterprise clients under contract, which was an increase of 23, compared to 46 enterprise clients under contract as of December 31, 2004. In addition, we performed 10,736 print jobs in 2005, compared to 6,972 print jobs in 2004.

Cost of goods sold

Our cost of goods sold increased by $30.8 million, or 101.0%, from $30.5 million in 2004 to $61.3 million in 2005. The increase reflects the growth in revenue in 2005. Our cost of goods sold as a percentage of revenue increased from 78.4% in 2004 to 79.7% in 2005. The increase is primarily due to a higher concentration of business with enterprise clients which typically have lower commission rates.

Gross profit

Our gross profit as a percentage of revenue, which we refer to as gross margin, decreased from 21.6% in 2004 to 20.3% in 2005. The decrease primarily resulted from an increase in our enterprise business, which has historically had lower gross profit margins than our transactional business.

Selling, general and administrative expenses

Commission expense increased by $1.7 million, or 95.3%, from $1.8 million in 2004 to $3.5 million in 2005. As a percentage of revenue, commission expense decreased from 4.6% in 2004 to 4.5% in 2005. The decrease resulted from increased enterprise business, which typically have lower commission rates.

General and administrative expenses increased by $2.8 million, or 64.8%, from $4.3 million in 2004 to $7.1 million in 2005. As a percentage of revenue, general and administrative expenses decreased from 11.1% in 2004 to 9.3% in 2005. The decrease is due in part to a decrease in salaries and benefits as a percentage of revenue. Salaries and benefits decreased as a percentage of revenue from 6.0% in 2004 to 5.5% in 2005. The decrease reflects our ability to add clients and account executives to increase our revenue without incurring a corresponding increase in our general and administrative expenses.

Depreciation and amortization

Depreciation and amortization expense increased by $165,000, or 74.0%, from $223,000 in 2004 to $388,000 in 2005. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment and furniture and fixtures during 2005. The increase in amortization expense is due to the acquisition of intangible assets of Ocular Group, LLC (Ocular), a print broker, in April 2004. The Ocular acquisition included the purchase of intangible assets, including customer lists and sales executives non-compete agreements with values of $889,000 that are being amortized on a straight-line basis over a useful life of five and ten years.

Income from operations

Income from operations increased by $2.5 million, or 122.1%, from $2.1 million in 2004 to $4.6 million in 2005. As a percentage of revenue, income from operations increased from 5.3% in 2004 to 6.0% in 2005. The increase in income from operations as a percentage of revenue reflects a reduction in selling, general and administrative expenses as a percentage of revenue.

Minority interest expense

Minority interest expense decreased by $250,000 from expense of $192,000 in 2004 to income of $58,000 in 2005. For the first two months of 2005, Insight had an operating loss. As a result, we recorded minority interest income for that period. Upon our acquisition of the 49% ownership interest in Insight that we did not already own in March 2005, we ceased recording minority interest expense.

Other income and expense

Interest expense decreased by $34,000, or 25.4%, from $132,000 in 2004 to $98,000 in 2005. The decrease is the result of maintaining a lower average daily balance under our bank line of credit.

Net Income

Net income increased by $2.8 million, or 163.7%, from $1.8 in 2004 to $4.6 million in 2005. As a percentage of revenue, net income increased from 4.5% in 2004 to 6.0% in 2005. The increase in net income as a percentage of revenue is largely a result of improved operating profit. Selling, general and administrative expenses as a percentage of revenue decreased from 15.7% in 2004 to 13.8% in 2005.

Comparison of years ended December 31, 2004 and 2003

Revenue

Our revenue increased by $22.7 million, or 139.6%, from $16.2 million in 2003 to $38.9 million in 2004. The revenue growth reflects an increase in transactional and enterprise business in 2004. We increased our business from enterprise clients to 50% of our revenue in 2004, up from 37% of our revenue in 2003. Our revenue from enterprise clients increased by $13.5 million, or 225.0%, from $6.0 million in 2003 to $19.5 million in 2004. As of December 31, 2004, we had 46 enterprise clients under contract, which was an increase of 32, compared to 14 enterprise clients under contract as of December 31, 2003. In addition, we performed 6,972 print jobs in 2004, compared to 2,002 print jobs in 2003.

Cost of goods sold

Our cost of goods sold increased by $18.0 million, or 144.1%, from $12.5 million in 2003 to $30.5 million in 2004. The increase reflects the growth in revenue in 2004. Revenue from enterprise clients and Insight accounted for a higher percentage of our revenue. Our gross margins on our enterprise jobs and Insight’s gross margins are typically lower than those on our transactional jobs. As a result, cost of goods sold as a percentage of revenue increased from 76.9% in 2003 to 78.4% in 2004.

Gross profit

Our gross margin decreased from 23.1% in 2003 to 21.6% in 2004. The decrease primarily resulted from an increase in business with enterprise clients and Insight’s lower gross margin. Insight’s gross margin decreased from 17.8% in 2003 to 16.3% in 2004.

Selling, general and administrative expenses

Commission expenses increased by $1.2 million, or 209.9%, from $577,000 in 2003 to $1.8 million in 2004. As a percentage of revenue, commission expense increased from 3.6% in 2003 to 4.6 % in 2004. The increase is due to a higher percentage of revenue being generated from commissioned accounts.

General and administrative expenses increased by $1.9 million, or 81.2%, from $2.4 million in 2003 to $4.3 million in 2004. As a percentage of revenue, general and administrative expenses decreased from 14.6% in 2003 to 11.1% in 2004. The decrease is due in part to a decrease in salaries and benefits as a percentage of revenue. Salaries and benefits decreased as a percentage of revenue from 8.9% in 2003 to 6.0% in 2004. The decrease reflects our ability to add clients and account executives to increase our revenue without incurring a corresponding increase in our general and administrative expenses.

Depreciation and amortization

Depreciation and amortization expense increased by $205,000 from $18,000 in 2003 to $223,000 in 2004. The increase in depreciation expense is primarily attributable to purchases of computer hardware and software, equipment and furniture and fixtures in 2004. The increase in amortization expense is due to the acquisition of Ocular in April 2004. The acquisition of Ocular included the purchase of intangible assets with values of $889,000 that are being amortized on a straight-line basis over a useful life of five and ten years.

Income from operations

Income from operations increased by $1.3 million, or 171.0%, from $765,000 in 2003 to $2.1 million in 2004. As a percentage of revenue, income from operations increased from 4.7% in 2003 to 5.3% in 2004. The increase in income from operations as a percentage of revenue reflects a reduction in general and administrative expenses as a percentage of revenue as a result of our improved operating leverage.

Minority interest expense

Minority interest expense increased by $184,000 from $8,000 in 2003 to $192,000 in 2004. The increase is due to our sale of a 49% ownership interest in Insight in October 2003.

Other income and expense

Interest expense increased by $43,000, or 48.6%, from $89,000 in 2003 to $132,000 in 2004. The increase is due to the interest payments to the holders of our Series D preferred stock made in 2004.

Net Income

Net income increased by $1.1 million, or 161.9%, from $671,000 in 2003 to $1.8 million in 2004. As a percentage of revenue, net income increased from 4.1% in 2003 to 4.5% in 2004.

Quarterly Results of Operations

The following table represents unaudited statement of operations data for our most recent ten fiscal quarters. You should read the following table in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. The results of operations of any quarter are not necessarily indicative of the results that may be expected for any future period.

Impact of Inflation

We believe that our results of operations are not materially impacted by moderate changes in the inflation rate. Inflation and changing prices did not have a material impact on our operations in 2003, 2004, 2005 or the six months ended June 30, 2006.

Liquidity and Capital Resources

Since inception, we have financed our operations through private sales of common and preferred equity, with net proceeds of $18.5 million, bank loans and internally generated positive cash flow. As of June 30, 2006, we had $2.2 million in cash and cash equivalents and $14.3 million in working capital.

Cash provided by operating activities decreased from $732,000 during the six months ended June 30, 2005 to a use of $4.7 million during the six months ended June 30, 2006. The decrease resulted primarily from the accounts receivable balance increase of $8.8 million during the six months ended June 30, 2006 compared to the accounts receivable balance increase of $386,000 during the six months ended June 30, 2005. $2.4 million of the accounts receivable balance increase is due to the addition of the Graphography accounts receivable.

In 2005, cash provided by operating activities increased by $112,000 to $967,000 from $855,000 in 2004. Cash provided by operating activities increased by only $112,000 compared to an increase in net income of $2.9 million due to the significant increase in prepaid expenses and other. Prepaid expenses increased by over $1.0 million due to professional fees incurred in 2005 in connection with this offering. In addition, other prepaid expenses increased by over $1.0 million due to prepaid paper and other supplier costs for jobs that were not ready to ship to clients. The increase in this current asset reduced the overall net cash provided by operations.

In 2004, cash provided by operating activities increased $1.6 million to $855,000 compared with cash used in operating activities of $697,000 in 2003. The increase in cash provided by operating activities reflects an improvement in our net income and that growth in our accounts receivable outpaced increases in our accounts payable and other short-term liabilities.

During the six months ended June 30, 2006, cash used in investing activities increased by $3.1 million to $3.6 million from $580,000 during the six months ended June 30, 2005. The increase is a result of the $4.5 million payment for the acquisition of Graphography, which occurred on May 31, 2006, net of cash acquired of $1.5 million.

In 2005, cash used in investing activities increased $209,000 to $1.2 million from $991,000 in 2004. In 2004, $681,000 was used to purchase the Ocular Group, LLC, while $309,000 was used for the purchase of property and equipment. In 2005, the purchase of property and equipment increased to $1.0 million related to the purchase of new hardware and software and the capitalization of internal software costs.

Cash used in investing activities increased $921,000 to $991,000 in 2004 from $70,000 in 2003. The increase reflects the purchase of Ocular and purchases of property and equipment.

During the six months ended June 30, 2006, cash provided by financing activities increased by $7.8 million to $7.5 million from cash used of $284,000 during the six months ended June 30, 2005. The increase is due to the net proceeds of $9.4 million from the Series E financing that was funded on January 3, 2006, which was offset principally by the distribution of cash to fund the tax liabilities of the former members of InnerWorkings, LLC.

In 2005, cash provided by financing activities increased by $1.1 million to $1.7 million from $646,000 in 2004. The increase in cash provided by financing activities is a result of usage of our line of credit in 2005. In addition, the company raised capital through the sale of $2.0 million of Series D preferred stock in February 2005.

In 2004, cash provided by financing activities decreased by $854,000 to $646,000 from $1.5 million in 2003. The decrease in cash provided by financing activities primarily reflects proceeds from private sales of common and preferred equity.

Capital expenditures were $70,000 in 2003, $310,000 in 2004, $1.0 million in 2005 and $667,000 in the six months ended June 30, 2006. We anticipate spending between $1.0 million and $1.5 million in 2006 on capital expenditures, including new hardware and software and the capitalization of internal software costs. Our capital expenditures historically consisted of purchases of resources to manage our operations, including computer hardware and software, office furniture and equipment and leasehold improvements. We expect that our capital expenditures will continue to increase in the future. Since our inception, we have generally funded capital expenditures either through the use of working capital or with capital leases.

We have a $10.0 million line of credit with JPMorgan Chase Bank, N.A. $2.5 million was outstanding on the line as of June 30, 2006. The maximum amount outstanding under our line of credit cannot exceed 80% of the book value of our eligible accounts receivable. Our line of credit contains limitations on our ability to incur indebtedness, create liens and make certain investments. Advances made under our line of credit accrue interest at a per annum rate equal to the prime rate.

We anticipate that our operating expenses and planned capital expenditures will constitute a material use of cash. In addition, we may utilize cash to fund acquisitions of or strategic investments in complementary

businesses and to expand our sales force. Although we can provide no assurances, we believe that the net proceeds from this offering, together with our available cash and cash equivalents and amounts available under our line of credit, should be sufficient to meet our working capital and operating expenditure requirements for the foreseeable future. Thereafter, we may find it necessary to obtain additional equity or debt financing. In the event additional financing is required, we may not be able to raise it on acceptable terms or at all.

Contractual Obligations

As of December 31, 2005, we had the following contractual obligations:

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Commodity Risk

We are dependent upon the availability of paper and paper prices represent a substantial portion of the cost of our products. The supply and price of paper depends on a variety of factors over which we have no control, including environmental and conservation regulations, natural disasters and weather.

Interest Rate Risk

We have exposure to changes in interest rates on our line of credit. The interest rate on our line of credit fluctuates based on the prime rate. Assuming the $10.0 million line of credit was fully drawn, a 1.0% increase in the prime rate would increase our annual interest expense by $100,000, without taking into account our expected application of a portion of our net proceeds from this offering to pay down the line of credit.

Our interest income is sensitive to changes in the general level of U.S. interest rates, in particular because all of our investments are in cash equivalents. The average duration of all of our investments as of June 30, 2006 was less than three months. Due to the short-term nature of our investments, we believe that there is no material risk exposure.

BUSINESS

Our Company

We are a leading provider of print procurement solutions to corporate clients in the United States. Utilizing our proprietary technology and database, as well as our extensive domain expertise, we create a competitive bid process to procure, purchase and deliver printed products as part of a comprehensive outsourced enterprise solution and in individual transactions. Our technology is designed to capitalize on excess manufacturing capacity and other inefficiencies in the traditional print supply chain to obtain favorable pricing and to deliver high-quality products and services for our clients.

Our proprietary software applications and database, PPM4™, create a fully-integrated solution that stores, analyzes and tracks the production capabilities of our supplier network, as well as quote and price data for each bid we receive and print job we execute. As a result, we believe PPM4™ contains one of the largest independent repositories of equipment profiles and price data for print suppliers in the United States. We leverage our technology to match each print job with the supplier that is optimally suited to meet the client’s needs at a highly competitive price. Our procurement managers use PPM4™ to manage the print procurement process from end-to-end.

Through our network of over 2,700 suppliers, we offer a full range of print, fulfillment and logistics services that allows us to procure printed products on virtually any substrate. The breadth of our product offerings and services and the depth of our supplier network enable us to fulfill up to 100% of the print procurement needs of our clients. By leveraging our technology platform, our clients are able to reduce overhead costs, redeploy internal resources and obtain favorable pricing and service terms. In addition, our ability to track individual transactions and provide customized reports detailing print procurement activity on an enterprise-wide-basis provides our clients with greater visibility and control of their print expenditures.

We generate revenue by procuring and purchasing printed products from our suppliers and selling those products to our clients. We procure printed products for clients across a wide range of industries, such as advertising, consumer products, publishing and retail. Our clients fall into two categories, enterprise and transactional. We enter into arrangements with our enterprise clients to provide some, or substantially all, of their printed products, typically on a recurring basis. We provide printed products to our transactional clients on an order-by-order basis. For the year ended December 31, 2005, enterprise and transactional clients accounted for 69% and 31% of our revenue, respectively.

We were formed in 2001 and commenced operations in 2002. From our inception through December 31, 2005, we served over 1,100 clients, received approximately 96,000 bids and executed approximately 26,000 print jobs through over 1,100 suppliers. We have increased our revenue from $5.0 million in 2002 to $76.9 million in 2005, representing a compound annual growth rate of 148%. In 2005, our revenue was $76.9 million, compared to $38.9 million in 2004. For the six months ended June 30, 2006, our revenue was $57.6 million, compared to $31.2 million for the six months ended June 30, 2005.

On May 31, 2006, we acquired Graphography Limited LLC, a provider of production management services, including print procurement and promotional services. In 2005, Graphography generated revenue of $23.8 million, representing 23.6% of our 2005 pro forma revenue. We believe that the Graphography acquisition provides important strategic benefits for our company. As a result of the acquisition, we established a significant presence in the New York market, which is the third largest print market in the United States. Graphography adds two new significant enterprise clients, a Fortune 500 manufacturing and marketing company and a multi-billion dollar international beverage distributor, each of which would have been in our top five accounts based on revenue generated in 2005 on a pro forma basis. It also adds more than 100 transactional clients, which expands our pipeline of clients to which we can market our enterprise solution. In addition, we gained approximately 400 new suppliers that can provide printing and promotional services to our existing clients. We also acquired three additional sales executives as well as two additional lead production managers, and their corresponding production teams, with significant expertise in the areas of direct mail and promotional products. The acquisition

enabled us to populate our proprietary database with over 10,000 historical Graphography print jobs and quotes, increasing the size of our PPM4^™ database by over 15% and enhancing our ability to identify optimal pricing for our clients.

The acquisition consideration for Graphography consisted of approximately $4.525 million in cash paid on May 31, 2006. In addition, the former owners of Graphography will receive:

Industry Overview

Our business of providing print procurement solutions intersects two large and growing industries, commercial printing and business process outsourcing, or BPO. Total shipments in the worldwide commercial print industry were projected to be approximately $367 billion in 2005 and are expected to increase by an average of $8 billion per year through 2009, according to a 2005 Datamonitor global commercial printing industry profile. The print industry includes the following product categories:

In addition, the U.S. print industry is highly fragmented, with an estimated39,300 printing plants. In 2005, the ten largest commercial print companies accounted for only approximately 16% of the total domestic print market. The traditional process of designing, procuring and producing a print order requires extensive collaboration by printers, designers, brokers and other middlemen and is often highly inefficient for the customer, who typically pays a mark-up at each intermediate stage of the supply chain. Print procurement is often dispersed across several areas of a business enterprise, including sales, marketing, communications and finance.

To become more competitive, many businesses seek to focus on core competencies and outsource non-core business functions, such as print procurement. The National Association of Procurement Managers ranked print procurement as the second most significant resource procurement outsourcing opportunity for U.S. businesses, underscoring this trend. According to a 2005 IDC global BPO forecast, the worldwide market for BPO is estimated to grow from $422 billion in 2005 to $641 billion in 2009, representing a compound annual growth rate of 11%. Consolidating all print activities across the organization represents an opportunity to reduce total print expenditure and decrease the number of vendors in the print supply chain. Applying software and database technology to manage the print procurement process also provides for enhanced tracking and auditing capabilities.

In recent years, the print industry has been impacted by developments in technology, including enhanced output capacity of printing presses and increased utilization of Internet-based communications and digital printing. These developments have lowered barriers to entry and reduced the utilization of printing presses. As a result, the print industry has historically experienced significant excess manufacturing capacity and the market for printed products has become increasingly commoditized. As developments in technology enable more print companies to provide a broad range of products and services, there are fewer opportunities for print vendors to charge premium prices based on product and service differentiation.

We seek to capitalize on the trends impacting the commercial print industry and the movement towards increased outsourcing of non-core business functions by leveraging our propriety technology, expansive database, extensive supplier network and purchasing power.

Our Solution

Utilizing our proprietary technology and database, we are able to create a competitive bid process to procure, purchase and deliver printed products to our clients. Our network of over 2,700 suppliers offers a wide variety of printed products and a full range of print, fulfillment and logistics services.

Our print procurement software seeks to capitalize on excess manufacturing capacity and other inefficiencies in the traditional print supply chain. We believe that the most competitive price bids we obtain from our suppliers are submitted by the suppliers with the most unused capacity. We utilize our technology and a competitive bid process to:

Our proprietary software applications and database, PPM4^™, streamline the print procurement process for our clients by eliminating inefficiencies within the traditional print supply chain and expediting production. However, our technology cannot manage all of the variables associated with procuring a print job, which often involves extensive collaboration among numerous parties. Effective management of the procurement process requires that dedicated and experienced personnel work closely with both clients and print suppliers. Our account executives and procurement managers perform that critical function.

Account executives act as the primary sales staff to our clients. Procurement managers manage the entire print procurement process for our clients to ensure timely and accurate delivery of the finished product. For each print job we receive, a procurement manager uses our technology to gather print specifications, solicit bids from the optimal suppliers, establish pricing with the client, manage print production and purchase and coordinate the delivery of the finished product.

Each client is assigned an account executive and procurement manager, who develop contacts with client personnel responsible for authorizing and making print purchases. Our largest clients often are assigned multiple procurement managers. In certain cases, our procurement managers function on-site at the client. In other cases, we designate an employee of the client to function as our procurement manager and reimburse the client for the employee’s compensation costs. Whether on-site or off-site, a procurement manager functions as a virtual employee of the client. As of December 31, 2005, we had 52 procurement managers, including eight procurement managers working on-site at our clients.

Although our clients fall into two categories, enterprise and transactional, the procurement process for each client category is substantially similar. A typical print job moves through our solution in ten steps.

Step 1—Gather print specifications.    After the account executive or procurement manager identifies a sale opportunity, a procurement manager discusses the details and timeline for the print job with the client. PPM4^TM automatically generates a customized data entry screen based on the type of printed product and guides the procurement manager to enter the required job specifications.

Step 2—Select appropriate suppliers.    Based on the historical transaction data and supplier capability information contained in our database, PPM4^TM generates a list of potential suppliers within our extensive network with the most efficient equipment profiles to produce the job. The procurement manager may select suppliers from this list or select suppliers suggested by the client. Our technology also enables the procurement manager to disaggregate the job into its component parts and put each part out for competitive bid in order to generate additional savings for the client. After selecting the list of optimal suppliers, the procurement manager electronically transfers the job specifications into an e-mail or e-fax in the form of a request for proposal and sends it to those suppliers.

Step 3—Receive bids from suppliers.    The selected suppliers respond to our request for proposal by submitting bids to us. Upon receipt, the procurement manager enters the bid information into our database and generates a report that details and sorts the bids by cost, quality and logistical considerations.

Step 4—Compare bids to proprietary data.    The procurement manager uses PPM4^TM to compare the bids received from the suppliers to similar transactions in our database. If the current bids deviate from the competitive price range suggested by this data in a manner that is unfavorable to our client, the procurement manager uses our data to negotiate more favorable pricing with the selected suppliers or re-submits the specifications to different suppliers.

Step 5—Submit quote to client.    The procurement manager works with the account executive to prepare a price quote for the print job. The account executive submits the quote to the client, specifying the total cost to the client for the printed product and the timing and delivery terms.

Step 6—Execute quote and print order.    The client accepts the quote by executing it and returning a signed copy to us. The procurement manager uses PPM4^TM to automatically convert the quote into a print order. The print order is sent by e-mail or e-fax to the approved supplier or suppliers for execution. We are now contractually obligated to provide the product to our client and the supplier or suppliers are contractually obligated to provide the product to us. The supplier begins the print process.

Step 7—Manage print process.    The completion of the print process is managed by the procurement manager through a checklist of dates, milestones and deliverables that is monitored electronically. PPM4 ^TM generates automatic reminders to ensure the product is properly produced in accordance with the client’s specifications and timeline.

Step 8—Perform final quality control check.    Prior to production of the entire print quantity, the supplier submits a contract proof of the finished product to the client and procurement manager for approval. Upon written approval of the proof by the client, the supplier prints the finished product.

Step 9—Deliver finished product.    When printing is completed, we purchase the finished product from the supplier and coordinate delivery to the destination specified by the client. We take full title and risk of loss for the product from shipment until it is received and paid for by the client.

Step 10—Generate and reconcile invoices.    Upon shipment of the finished product, the supplier issues an invoice to us for the cost of the job and our technology automatically converts the quote executed by our client into an invoice that we issue to the client. PPM4^TM reconciles the supplier’s invoice to the print order to ensure that the supplier adhered to the pricing and other terms set forth in the print order.

The duration of this ten-step process varies based on the type of printed product. For example, this process may take less than 24 hours for limited quantities of a four-page brochure, but last over one month for 1,000,000 copies of a hard cover book.

We regularly request that our clients complete a customer scorecard, which allows them to rate us and our suppliers based on product quality, customer service and overall satisfaction. The data contained in these scorecards is stored in our database and used by our procurement managers during the supplier selection process.

Our Proprietary Technology

PPM4^TM is a fully-integrated, proprietary solution that stores equipment profiles for our supplier network and price data for each job we quote and execute, which allows us to match each print job with the supplier in our network that is optimally suited to produce the job at a highly competitive price. Our technology also allows us to efficiently manage the critical aspects of the print procurement process, including gathering job specifications, identifying suppliers, establishing pricing, managing print production and coordinating purchase and delivery of the finished product.

Our database stores the production capabilities of our supplier network, as well as price and quote data for each bid we receive and transaction we execute. As a result, we believe PPM4^TM contains one of the largest independent repositories of equipment profiles and price data for print suppliers in the United States. Our procurement managers use this data to discover excess print manufacturing capacity, select optimal suppliers, negotiate favorable pricing, and efficiently procure high-quality products and services for our clients.