-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WZI4pIZkrfpQml2KhvxXDfYVZ/4yb5nzBdWiI/HCkyaNPZR02RMHjuMIW9rTEtvl Ycz82oFn1TVdNr6qkUt9wg== 0001104659-06-008787.txt : 20060214 0001104659-06-008787.hdr.sgml : 20060214 20060214090159 ACCESSION NUMBER: 0001104659-06-008787 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: SUMMIT INVESTORS III, L.P. GROUP MEMBERS: SUMMIT PARTNERS V, L.P. GROUP MEMBERS: SUMMIT PARTNERS, LLC GROUP MEMBERS: SUMMIT V ADVISORS FUND (QP), L.P. GROUP MEMBERS: SUMMIT V ADVISORS FUND, L.P. GROUP MEMBERS: SUMMIT V COMPANION FUND, L.P. GROUP MEMBERS: SUMMIT VENTURES V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HITTITE MICROWAVE CORP CENTRAL INDEX KEY: 0001130866 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042854672 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81515 FILM NUMBER: 06607293 BUSINESS ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782503343 MAIL ADDRESS: STREET 1: 20 ALPHA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT PARTNERS L P CENTRAL INDEX KEY: 0000830588 IRS NUMBER: 043478657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 600 ATLANTIC AVE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6178241000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET 18TH CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 a06-4982_4sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Hittite Microwave Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

43365Y104

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 43365Y104

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit Partners, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited liability company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit Partners V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit Ventures V, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

5



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit V Companion Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit V Advisors Fund (QP), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

7



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit V Advisors Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

8



 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Summit Investors III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware limited partnership

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0 shares

 

6.

Shared Voting Power 
1,614,887 shares

 

7.

Sole Dispositive Power 
0 shares

 

8.

Shared Dispositive Power
1,614,887 shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,614,887 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.65%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

9



 

Item 1.

 

(a)

Name of Issuer
Hittite Microwave Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
20 Alpha Road; Chelmsford, MA, 01824

 

Item 2.

 

(a)

Name of Person Filing
Summit Partners, L.P., Summit Partners, LLC, Summit Partners V, L.P., Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., Summit V Advisors Fund, L.P., and Summit Investors III, L.P.

 

Summit Partners V, L.P. is the sole general partner of each of Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., and Summit V Advisors Fund, L.P.  Summit Partners, LLC is the sole general partner of Summit Partners V, L.P.  Summit Partners, L.P. is the manager of Summit Partners, LLC.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Summit Partners, L.P., Summit Partners, LLC, Summit Ventures V, L.P., Summit Partners V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., Summit V Advisors Fund, L.P., Summit Investors III, L.P., and is Summit Partners, 222 Berkeley Street, 18th Floor, Boston, Massachusetts 02116. 

 

(c)

Citizenship
Each of Summit Partners, L.P., Summit Ventures V, L.P., Summit Partners V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., Summit V Advisors Fund, L.P., Summit Investors III, L.P. is a limited partnership organized under the laws of the State of Delaware.  Summit Partners, LLC is a limited liability company organized under the laws of the State of Delaware.

 

(d)

Title of Class of Securities
Common Stock, $0.01 par value

 

(e)

CUSIP Number
43365Y104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

Not Applicable.

 

10



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Each of Summit Partners, L.P. Summit Partners, LLC, Summit Partners V, L.P., Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., Summit V Advisors Fund, L.P., Summit Investors III, L.P., (individually an “Entity” and collectively the “Entities”) may be deemed to own beneficially 1,614,887 shares of Common Stock as of December 31, 2005.

 

As of December 31, 2005, Summit Ventures V, L.P. was the record owner of 1,097,849 shares of Common Stock.  As of December 31, 2005, Summit V Companion Fund, L.P. was the record owner of 378,226 shares of Common Stock.  As of December 31, 2005, Summit V Advisors Fund (QP), L.P. was the record owner of 84,584 shares of Common Stock.  As of December 31, 2005, Summit V Advisors Fund, L.P. was the record owner of 25,848 shares of Common Stock.  As of December 31, 2005 Summit Investors III, L.P. was the record owner of 28,380 shares of Common Stock.  The shares held of record by Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., Summit V Advisors Fund, L.P., and Summit Investors III, L.P. are referred to herein collectively as the “Record Shares.” By virtue of the affiliate relationships among the Entities, each Entity may be deemed to own beneficially all of the Record Shares.  Hence, each Entity may be deemed to own beneficially 1,614,887 shares of Common Stock.

 

Each of the reporting persons expressly disclaims beneficial ownership of any shares of Hittite Microwave Corporation, except in the case of Summit Ventures V, L.P., Summit V Companion Fund, L.P., Summit V Advisors Fund (QP), L.P., Summit V Advisors Fund, L.P. and Summit Investors III, L.P. in each case which it holds of record as provided in the prior paragraph.

 

(b)

Percent of class:   

Summit Partners, L.P.:  5.65%

Summit Partners, LLC:  5.65%

Summit Partners V, L.P.:  5.65%

Summit Ventures V, L.P.:  5.65%

 

Summit V Companion Fund, L.P.:  5.65%

Summit V Advisors Fund (QP), L.P.:  5.65%

Summit V Advisors Fund, L.P.:  5.65%

Summit Investors III, L.P.:  5.65%

 

The foregoing percentages are calculated based on the 28,598,000 shares of Common Stock reported to be outstanding in a Quarterly Report on Form 10-Q for Hittite Microwave Corporation for the quarterly period ended September 30, 2005.

 

11



 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0 shares for each reporting person

 

 

(ii)

Shared power to vote or to direct the vote    

Summit Partners, L.P.:  1,614,887 shares

Summit Partners, LLC:  1,614,887 shares

Summit Partners V, L.P.:  1,614,887 shares

Summit Ventures V, L.P.:  1,614,887 shares

 

Summit V Companion Fund, L.P.:  1,614,887 shares

Summit V Advisors Fund (QP), L.P.:  1,614,887 shares

Summit V Advisors Fund, L.P.:  1,614,887 shares

Summit Investors III, L.P.:  1,614,887 shares

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0 shares for each reporting person

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Summit Partners, L.P.:  1,614,887 shares

Summit Partners, LLC:  1,614,887 shares

Summit Partners V, L.P.:  1,614,887 shares

Summit Ventures V, L.P.:  1,614,887 shares

 

Summit V Companion Fund, L.P.:  1,614,887 shares

Summit V Advisors Fund (QP), L.P.:  1,614,887 shares

Summit V Advisors Fund, L.P.:  1,614,887 shares

Summit Investors III, L.P.:  1,614,887 shares

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not Applicable

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

12



 

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not Applicable.  The reporting persons expressly disclaim membership in a “group” as used in 13d-1(b)(1)(ii)(J).

 

Item 9.

Notice of Dissolution of Group

 

Not Applicable.

 

Item 10.

Certification

 

Not Applicable.  This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).

 

13



 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.  We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.

 

Dated:  February 14, 2006.

 

SUMMIT PARTNERS, L.P.

 

SUMMIT PARTNERS, LLC  

 

 

 

By: Summit Master Company, LLC

 

By: Summit Partners, L.P.

 

 

 

By:

*

 

By: Summit Master Company, LLC

 

Member

 

 

 

 

By:

*

 

 

 

Member

 

 

 

SUMMIT VENTURES V, L.P.

 

SUMMIT V COMPANION FUND, L.P.    

 

 

 

By: Summit Partners V, L.P.

 

By: Summit Partners V, L.P.

 

 

 

By: Summit Partners, LLC

 

By: Summit Partners, LLC

 

 

 

By: Summit Partners, L.P.

 

By: Summit Partners, L.P.

 

 

 

By: Summit Master Company, LLC

 

By: Summit Master Company, LLC

 

 

 

By:

*

 

By:

*

 

General Partner

 

 

General Partner

 

 

 

SUMMIT V ADVISORS FUND (QP), L.P.

 

SUMMIT V ADVISORS FUND, L.P.

 

 

 

By: Summit Partners V, L.P.

 

By: Summit Partners V, L.P.

 

 

 

By: Summit Partners, LLC

 

By: Summit Partners, LLC

 

 

 

By: Summit Partners, L.P.

 

By: Summit Partners, L.P.

 

 

 

By: Summit Master Company, LLC

 

By: Summit Master Company, LLC

 

 

 

By:

*

 

By:

*

 

General Partner

 

 

General Partner

 

14



 

SUMMIT PARTNERS V, L.P.

 

SUMMIT INVESTORS III, L.P.    

 

 

 

By: Summit Partners, LLC

 

By: Summit Partners, LLC

 

 

 

By: Summit Partners, L.P.

 

By: Summit Partners, L.P.

 

 

 

By: Summit Master Company, LLC

 

By: Summit Master Company, LLC

 

 

 

By:

*

 

By:

*

 

General Partner

 

 

General Partner

 

 

 

 

 

 

 

 

*By:

 

 

 

 

Robin W. Devereux

 

 

 

Attorney-in-fact

 


*        Pursuant to Powers of Attorney on file with the Commission, which Powers of Attorney are incorporated herein by reference.  Copies of such Powers of Attorney are attached hereto as Exhibit 2.

 

15



Exhibit 1

 

AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Hittite Microwave Corporation.

 

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED this 14th day of February, 2006.

 

SUMMIT PARTNERS, L.P.

 

SUMMIT PARTNERS, LLC

 

 

 

By: Summit Master Company, LLC

 

By: Summit Partners, L.P.

 

 

 

By:

*

 

By: Summit Master Company, LLC

 

Member

 

 

 

 

By:

*

 

 

 

 

Member

 

 

 

SUMMIT VENTURES V, L.P.

 

SUMMIT V COMPANION FUND, L.P.

 

 

 

By: Summit Partners V, L.P.

 

By: Summit Partners V, L.P.

 

 

 

By: Summit Partners, LLC

 

By: Summit Partners, LLC

 

 

 

By: Summit Partners, L.P.

 

By: Summit Partners, L.P.

 

 

 

By: Summit Master Company, LLC

 

By: Summit Master Company, LLC

 

 

 

By:

*

 

By:

*

 

 

General Partner

 

 

General Partner

 

 

 

SUMMIT V ADVISORS FUND (QP), L.P.

 

SUMMIT V ADVISORS FUND L.P.

 

 

 

By: Summit Partners V, L.P.

 

By: Summit Partners V, L.P.

 

 

 

By: Summit Partners, LLC

 

By: Summit Partners, LLC

 

 

 

By: Summit Partners, L.P.

 

By: Summit Partners, L.P.

 

 

 

By: Summit Master Company, LLC

 

By: Summit Master Company, LLC

 

 

 

By:

*

 

By:

*

 

 

General Partner

 

 

General Partner

 

16



 

SUMMIT PARTNERS V, L.P.

 

SUMMIT INVESTORS III, L.P.

 

 

 

By: Summit Partners, LLC

 

By: Summit Partners, LLC

 

 

 

By: Summit Partners, L.P.

 

By: Summit Partners, L.P.

 

 

 

By: Summit Master Company, LLC

 

By: Summit Master Company, LLC

 

 

 

By:

*

 

By:

*

 

 

General Partner

 

 

General Partner

 

 

 

 

 

 

 

 

*By:

 

 

 

 

 

Robin W. Devereux

 

 

 

Attorney-in-fact

 


*                      Pursuant to Powers of Attorney on file with the Commission, which Powers of Attorney are incorporated herein by reference. Copies of such Powers of Attorney are attached hereto as Exhibit 2.

 

17



Exhibit 2

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each and any of:

 

E. Roe Stamps, IV,

Joseph F. Trustey,

Stephen G. Woodsum,

Kevin P. Mohan,

Gregory M. Avis,

Peter Y. Chung,

Martin J. Mannion,

Scott C. Collins and

Bruce R. Evans,

Robin W. Devereux

Thomas S. Roberts,

 

Walter G. Kortschak,

 

 

his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself individually or on behalf of each or any of the entities listed on the attached Exhibit A, on matters pursuant to:

 

(a)                                  Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and

 

(b)                                 any written ballot or proxy with respect to the investment securities owned by any of the foregoing,

 

and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.

 

[Exhibit A and Signature Pages Follow]

 

18



 

Power of Attorney

 

Exhibit A

 

Summit Ventures, L.P.

 

Summit Partners Blocker, Inc.

Summit Ventures II, L.P.

 

Summit Partners FF Corp

SV Eurofund, C.V.

 

Summit Partners Holdings, L.P.

Summit Ventures III, L.P.

 

Summit Partners II, L.P.

Summit Ventures IV, L.P.

 

Summit Partners III, L.P.

Summit Ventures V, L.P.

 

Summit Partners IV, L.P.

Summit V Companion Fund, L.P.

 

Summit Partners LLC

Summit V Advisors Fund, L.P.

 

Summit Partners SD II, LLC

Summit V Advisors Fund QP, L.P.

 

Summit Partners SD, L.P.

Summit Ventures VI-A, L.P.

 

Summit Partners V, L.P.

Summit Ventures VI-B, L.P.

 

Summit Partners VI (GP), L.P.

Summit VI Advisors Fund, L.P.

 

Summit Partners VI (GP), LLC

Summit VI Entrepreneurs Fund L.P.

 

SV International, L.P.

Summit Subordinated Debt Fund, L.P.

 

SWC Holdings Co.

Summit Subordinated Debt Fund II, L.P.

 

Summit Investment Holdings Trust

Summit Accelerator Fund, L.P.

 

Summit Investment Holdings Trust II

Summit Founders’ Fund, L.P.

 

Summit Investors Holdings Trust

Summit Founders’ Fund II, L.P.

 

Summit Master Company, LLC

Summit Accelerator Founders’ Fund, L.P.

 

Summit Partners Holding GmBh

Summit Investors, L.P.

 

Summit Partners Sarl

Summit Investors II, L.P.

 

Summit Partners, L.P.

Summit Investors III, L.P.

 

Summit Partners, Ltd.

Summit Investors (SAF) IV, L.P.

 

Summit UK Advisory LLC

Summit Investors VI, L.P.

 

Summit/Meditech LLC

Summit Incentive Plan, L.P.

 

SV VI-B Bennington Blocker Corp

Summit Incentive Plan II, L.P.

 

SV VI-B Bennington Holdings LP

SP (1984), LP (f/k/a Summit Partners, L.P.)

 

SD II Bennington Blocker Corp

S-K Investment Corp

 

SV VI-B Commnet Common Blocker Corp.

Stamps, Woodsum & Co.

 

SV VI-B Commnet Holdings, L.P.

Stamps, Woodsum & Co. II

 

SV VI-B Commnet Preferred Blocker Corp.

Stamps, Woodsum & Co. III

 

SV VI-B Eyeglass Common Blocker

Stamps, Woodsum &Co. IV

 

SV VI-B Eyeglass Holdings LP

Summit Accelerator Management, LLC

 

SV VI-B Eyeglass Preferred Blocker

Summit Accelerator Management, LP

 

SD II Eyeglass Holdings LP

Summit Accelerator Partners, LLC

 

 

Summit Accelerator Partners, LP

 

 

 

19



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 26th day of July, 2004.

 

 

 

 

 

/s/ E. Roe Stamps, IV

 

 

 

E. Roe Stamps, IV

 

 

 

 

State of Florida

)

 

 

 

)   ss:

 

 

County of Dade

)

 

 

 

On this 26th day of July, 2004, before me personally came E. Roe Stamps, IV, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Elizabeth O’Keefe

 

Notary Public

 

20



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30th day of July, 2004.

 

 

 

 

 

/s/ Stephen G. Woodsum

 

 

 

Stephen G. Woodsum

 

Commonwealth of Massachusetts

)

 

 

)   ss:

County of Suffolk

)

 

 

On this 30th day of July, 2004, before me personally came Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Cynthia R. Freedman

 

Notary Public

 

21



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th day of July, 2004.

 

 

 

/s/ Gregory M. Avis

 

Gregory M. Avis

 

State of California

)

 

 

)   ss:

County of San Mateo

)

 

 

On this 7th day of July, 2004, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Tammy Kettunen

 

Notary Public

 

22



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30th day of July, 2004.

 

 

 

/s/ Martin J. Mannion

 

Martin J. Mannion

 

Commonwealth of Massachusetts

)

 

 

)   ss:

County of Suffolk

)

 

 

On this 30th day of July, 2004, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Cynthia R. Freedman

 

Notary Public

 

23



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10th day of August, 2004.

 

 

 

/s/ Bruce R. Evans

 

Bruce R. Evans

 

Commonwealth of Massachusetts

)

 

 

)   ss:

County of Suffolk

)

 

 

On this 10th day of August, 2004, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Cynthia R. Freedman

 

Notary Public

 

24



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of August, 2004.

 

 

 

/s/ Thomas S. Roberts

 

Thomas S. Roberts

 

Commonwealth of Massachusetts

)

 

 

)   ss:

County of Suffolk

)

 

 

On this 4th day of August, 2004, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Cynthia R. Freedman

 

Notary Public

 

25



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th day of July, 2004.

 

 

 

/s/ Walter G. Kortschak

 

Walter G. Kortschak

 

State of California

)

 

 

)   ss:

County of San Mateo

)

 

 

On this 7th day of July, 2004, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Tammy Kettunen

 

Notary Public

 

26



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30th day of July, 2004.

 

 

 

/s/ Joseph F. Trustey

 

Joseph F. Trustey

 

Commonwealth of Massachusetts

)

 

 

)   ss:

County of Suffolk

)

 

 

On this 30th day of July, 2004, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Cynthia R. Freedman

 

Notary Public

 

27



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30th day of July, 2004.

 

 

 

/s/ Kevin P. Mohan

 

Kevin P. Mohan

 

Commonwealth of Massachusetts

)

 

 

)   ss:

County of Suffolk

)

 

 

On this 30th day of July, 2004, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Cynthia R. Freedman

 

Notary Public

 

28



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 6th day of July, 2004.

 

 

 

/s/ Peter Y. Chung

 

Peter Y. Chung

 

State of California

)

 

 

)   ss:

County of San Mateo

)

 

 

On this 6th day of July, 2004, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Tammy Kettunen

 

Notary Public

 

29



 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 6th day of July, 2004.

 

 

 

/s/ Scott C. Collins

 

Scott C. Collins

 

Kingdom of England

)

 

City of London

)   ss:

 

)

 

 

On this 6th day of July, 2004, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

 

[Notary Seal]

 

 

/s/ Edward Gardiner

 

Notary Public

 

30


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