-----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, Dd291W5DdsTDkvL8JwHCmXHjijUMU0UZ92Mh07RJ1GmLtuchWrHkSQlSaVkSIY4z YWrCbhbf86z2+hboVtE1/w== 0000950131-03-000541.txt : 20030211 0000950131-03-000541.hdr.sgml : 20030211 20030211133116 ACCESSION NUMBER: 0000950131-03-000541 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030211 GROUP MEMBERS: FRONTENAC COMPANY VII, LLC GROUP MEMBERS: JAMES E. COWIE GROUP MEMBERS: JAMES E. CRAWFORD III GROUP MEMBERS: JEREMY H. SILVERMAN GROUP MEMBERS: LAURA P. PEARL GROUP MEMBERS: MARTIN J. KOLDYKE GROUP MEMBERS: MARTIN LAIRD KOLDYKE GROUP MEMBERS: PAUL D. CARBERY GROUP MEMBERS: RODNEY L. GOLDSTEIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRONTENAC VII LP CENTRAL INDEX KEY: 0001037060 IRS NUMBER: 364142463 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 135 S LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123680044 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SI INTERNATIONAL INC CENTRAL INDEX KEY: 0001143363 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522127278 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78766 FILM NUMBER: 03549541 BUSINESS ADDRESS: STREET 1: 12012 SUNSET ROAD STREET 2: SUITE 800 CITY: RESTON STATE: VA ZIP: 20190-5869 BUSINESS PHONE: 7032347000 SC 13G 1 dsc13g.txt SCHEDULE 13G --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response......11 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._________)* SI International, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class Of Securities) 78427V 10 2 ------------------ (CUSIP Number) November 11, 2002 ------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-l(b) [_] Rule 13d-l(c) [X] Rule 13d-l(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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Frontenac Company VII, L.L.C. - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF 3,362,870 (see Item 4 on page 13 below) SHARES ----------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY 6 0 EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 3,362,870 (see Item 4 on page 13 below) ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 00 - Limited Liability Company - -------------------------------------------------------------------------------- Page 2 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Frontenac VII Limited Partnership - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF 3,202,705 (see Item 4 on page 13 below) SHARES ----------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY 6 0 EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 3,202,705 (see Item 4 on page 13 below) ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 0 - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,202,705 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 37.9% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 PN - -------------------------------------------------------------------------------- Page 3 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul D. Carbery - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY 6 3,362,870 (see Item 4 on page 13 below) EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 4 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Cowie - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 0 NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 3,362,870 (see Item 4 on page 13 below) EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 5 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Crawford III - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY EACH 6 3,362,870 (see Item 4 on page 13 below) REPORTING ----------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 7 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 6 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Rodney L. Goldstein - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY EACH 6 3,362,870 (see Item 4 on page 13 below) REPORTING ----------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 7 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 7 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin J. Koldyke - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 0 NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 3,362,870 (see Item 4 on page 13 below) EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 8 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin Laird Koldyke - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 0 NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 3,362,870 (see Item 4 on page 13 below) EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 9 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Laura P. Pearl - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 USA - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 0 NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 3,362,870 (see Item 4 on page 13 below) EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 10 of 15 CUSIP No. 78427V 10 2 --------------- - -------------------------------------------------------------------------------- NAMES OF REPORTING PERSONS. 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jeremy H. Silverman - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) [_] (b) [_] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 4 UK - -------------------------------------------------------------------------------- SOLE VOTING POWER 5 0 NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 6 OWNED BY 3,362,870 (see Item 4 on page 13 below) EACH ----------------------------------------------------- REPORTING SOLE DISPOSITIVE POWER PERSON 7 WITH 0 ----------------------------------------------------- SHARED DISPOSITIVE POWER 8 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 3,362,870 (see Item 4 on page 13 below) - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 (SEE INSTRUCTIONS) [_] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 39.8% - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 12 IN - -------------------------------------------------------------------------------- Page 11 of 15 SCHEDULE 13G Item 1(a) Name of Issuer: SI International, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 12012 Sunset Hills Road, Suite 800 Reston, Virginia 20190 Item 2(a) Name of Person Filing: This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the "Act"): Frontenac Company VII, L.L.C. (general partner of Frontenac VII Limited Partnership), Frontenac VII Limited Partnership, James E. Cowie (member of Frontenac Company VII, L.L.C.), Paul D. Carbery (member of Frontenac Company VII, L.L.C.), James E. Crawford, III (member of Frontenac Company VII, L.L.C.), Rodney L. Goldstein (member of Frontenac Company VII, L.L.C.), Martin J. Koldyke (member of Frontenac Company VII, L.L.C.), M. Laird Koldyke (member of Frontenac Company VII, L.L.C.), Laura P. Pearl (member of Frontenac Company VII, L.L.C.), Jeremy H. Silverman (member of Frontenac Company VII, L.L.C.), or collectively, the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. Item 2(b) Address of Principal Business Office or, if none, Residence: The address of the principal business office of each of the Reporting Persons is 135 S. LaSalle Street, Suite 3800, Chicago, IL 60603. Item 2(c) Citizenship: See Item 4 of each of pages 2-11 for the citizenship or place of organization for each Reporting Person. Item 2(d) Title of Class of Securities: Common Stock, par value $0.01 per share. Item 2(e) CUSIP No.: 78427V 10 2 Page 12 of 15 Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [_] Broker or Dealer registered under Section 15 of the Act (b) [_] Bank as defined in section 3(a)(6) of the Act (c) [_] Insurance Company as defined in section 3(a)(19) of the Act (d) [_] Investment Company registered under section 8 of the Investment Company Act of 1940 (e) [-] Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) (f) [_] Employee Benefit Plan or Endowment Fund in accordance with Section 240.13d-1(b)(1)(ii)(F) (g) [_] Parent Holding Company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G) (h) [_] Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (i) [_] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [_] Group, in accordance with Section 230.13d-1(b)(1)(ii)(J) This Schedule is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c) and, therefore, none of the above are applicable. Item 4 Ownership: (a) Amount beneficially owned: See Item 9 of each of pages 2-11 for the beneficial ownership of each of the Reporting Persons. Frontenac Company VII, L.L.C. ("Frontenac LLC") may be deemed to beneficially own 3,362,870 shares of Common Stock of the Issuer, which includes 3,202,705 shares held by Frontenac VII Limited Partnership ("Frontenac VII") and 160,165 shares held by Frontenac Masters VII Limited Partnership ("Masters"). Frontenac LLC is the general partner of Frontenac VII and Masters and has the sole power to direct the vote and disposition of the shares held by Frontenac VII and Masters. Mr. Carbery, Mr. Cowie, Mr. Crawford, Mr. Goldstein, Mr. Martin J. Koldyke, Mr. M. Laird Koldyke, Ms. Pearl and Mr. Silverman are members of Frontenac LLC and have the shared power to direct the voting and disposition of the shares held directly by Frontenac VII and Masters. As a result of the foregoing, Frontenac LLC and each member of Frontenac LLC may be deemed to have indirect beneficial ownership of the 3,202,705 shares held by Frontenac VII and the 160,165 shares held by Masters. Beneficial ownership of the shares held by Frontenac VII and Masters is disclaimed by Frontenac LLC and each member. The filing of this form shall not be deemed an admission that Frontenac LLC or any member is, for purposes of Section 13(d), Section 13(g) or otherwise, the beneficial owner of such shares. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. (b) Percent of class: See Item 11 of each of pages 2-11 for the percent of class beneficially owned by each of the Reporting Persons. All ownership percentages of the securities reported herein are based upon 8,439,741 shares of Common Stock outstanding as of immediately after the Issuer's initial public offering, as disclosed in the Issuer's prospectus filed pursuant to Rule 424(b)(4) of the Securities Act of 1933 with the Securities and Exchange Commission on November 12, 2002. Page 13 of 15 (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Item 5 of each of pages 2-11 for the information regarding each Reporting Person. (ii) Shared power to vote or to direct the vote: See Item 6 of each of pages 2-11 for the information regarding each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Item 7 of each of pages 2-11 for the information regarding each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each of pages 2-11 for the information regarding each Reporting Person. Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More Than Five Percent on Behalf of Another Person: See response to Item 4. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members of the Group: See response to Item 4. Item 9 Notice of Dissolution of Group: Not applicable. Item 10 Certification: Not applicable. 14 of 15 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 2003 /s/ Karen C. Fanelli ------------------------------------------------ Karen C. Fanelli, under Power of Attorney* for: Frontenac Company VII, L.L.C. Frontenac VII Limited Partnership Paul D. Carbery James E. Cowie James E. Crawford, III Rodney L. Goldstein M. Laird Koldyke Martin J. Koldyke Laura P. Pearl Jeremy H. Silverman * Copies of the Powers of Attorneys for the Reporting Persons are filed with this Schedule 13G as Exhibit B. 15 of 15 EX-99.A 3 dex99a.txt AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13G Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Date: February 11, 2003 FRONTENAC VII LIMITED FRONTENAC COMPANY VII, L.L.C. PARTNERSHIP BY: Frontenac Company VII, L.L.C., BY:__________________________________, its general partner a member BY: ______________________________, a member /s/ James E. Crawford III /s/ Paul D. Carbery - ---------------------------------- -------------------------------------- James E. Crawford III Paul D. Carbery /s/ James E. Cowie /s/ Rodney L. Goldstein - ---------------------------------- -------------------------------------- James E. Cowie Rodney L. Goldstein /s/ Martin J. Koldyke /s/ M. Laird Koldyke - ---------------------------------- -------------------------------------- Martin J. Koldyke M. Laird Koldyke /s/ Laura P. Pearl /s/ Jeremy H. Silverman - ---------------------------------- -------------------------------------- Laura P. Pearl Jeremy H. Silverman EX-99.B 4 dex99b.txt POWER OF ATTORNEY POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this June 11, 1998. FRONTENAC VII LIMITED PARTNERSHIP BY: FRONTENAC COMPANY VII, L.L.C. its general partner BY: /s/ Laura P. Pearl ------------------ a member POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with the Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this June 11, 1998. FRONTENAC COMPANY VII, L.L.C. BY: /s/ Laura P. Pearl ------------------ a member POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ Paul D. Carbery ------------------------ Paul D. Carbery POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ James E. Cowie ------------------------ James E. Cowie POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ James E. Crawford III ------------------------- James E. Crawford, III POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ Rodney L. Goldstein ------------------------ Rodney L. Goldstein POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ M. Laird Koldyke ------------------------ M. Laird Koldyke POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ Martin J. Koldyke ------------------------ Martin J. Koldyke POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this March 7, 1995. /s/ Laura P. Pearl ------------------------ Laura P. Pearl POWER OF ATTORNEY The undersigned hereby constitutes and appoints Karen C. Fanelli, signing singly, as the undersigned's true and lawful authorized representative and attorney-in-fact to: (1) execute for and on behalf of the undersigned: (a) Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and the rules promulgated thereunder; and (b) Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such form or schedule and the timely filing of such form or schedule with the United States Securities and Exchange Commission and any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this January 20, 1998. /s/ Jeremy H. Silverman ------------------------ Jeremy H. Silverman -----END PRIVACY-ENHANCED MESSAGE-----