-----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, AtgqGrisSvSS7KvQWe/SSNy5jMBb6cBEod3VrZhZgDfjQ01nd+EwRFx5Yh3OtBGe Rf7BlIhtJF4BDujTVxLntA== 0000950123-96-005021.txt : 19960916 0000950123-96-005021.hdr.sgml : 19960916 ACCESSION NUMBER: 0000950123-96-005021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960913 SROS: NONE GROUP MEMBERS: GERALD W. SCHWARTZ GROUP MEMBERS: ONEX CORP GROUP MEMBERS: VENCAP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICROSYSTEMS CORP /WA/ CENTRAL INDEX KEY: 0001000787 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 911074996 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46903 FILM NUMBER: 96630168 BUSINESS ADDRESS: STREET 1: 5020 148TH AVE NE STREET 2: P O BOX 97002 CITY: REDMOND STATE: WA ZIP: 98073-9702 BUSINESS PHONE: 2068822000 MAIL ADDRESS: STREET 1: 5020 148TH AVE NE CITY: REDMOND STATE: WA ZIP: 98073-9702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 SC 13D/A 1 APPLIED MICROSYSTEMS CORP=SUBJECT/ONEX=FILER 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) APPLIED MICROSYSTEMS CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 037935103 (CUSIP Number) ONEX CORPORATION CANADA TRUST TOWER 161 BAY STREET - 49TH FLOOR TORONTO, ONTARIO M5J 2S1 CANADA ATTENTION: EWOUT HEERSINK (416) 362-7711 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) COPIES TO: JOEL I. GREENBERG, ESQ. KAYE, SCHOLER, FIERMAN, HAYS & HANDLER, LLP 425 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 836-8000 MAY, 16 1996 - AUGUST 30, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Page 1 of ___ pages. Exhibit Index on page __. 2 SCHEDULE 13D CUSIP NO. 037935103 PAGE 2 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Onex Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 912,861 shares of Common Stock, including 71,602 REPORTING shares of Common Stock issuable pursuant to a PERSON presently exercisable warrant WITH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to a presently exercisable warrant - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to a presently exercisable warrant - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% of the Company's shares of Common Stock, assuming exercise of the Warrant. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 037935103 PAGE 3 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vencap, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Alberta, Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 912,861 shares of Common Stock, including 71,602 REPORTING shares of Common Stock issuable pursuant to a PERSON presently exercisable warrant WITH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to a presently exercisable warrant - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to a presently exercisable warrant - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% of the Company's shares of Common Stock, assuming exercise of the Warrant. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP NO. 037935103 PAGE 4 OF PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gerald W. Schwartz - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -0- BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 912,861 shares of Common Stock, including 71,602 REPORTING shares of Common Stock issuable pursuant to a PERSON presently exercisable warrant WITH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to a presently exercisable warrant - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to a presently exercisable warrant - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% of the Company's shares of Common Stock, assuming exercise of the Warrant. - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION. 5 Item 1. Security and Issuer. The securities to which this Statement on Schedule 13D amendment relates are the shares of common stock, par value $.01 per share (the "Common Stock"), of Applied Microsystems Corporation, a Washington corporation (the "Issuer"). The shares of Common Stock reported in this Statement include 71,602 shares of Common Stock issuable pursuant to a certain presently exercisable preferred stock Warrant (See Exhibit 1), dated February 10, 1992, between the Issuer and Vencap Equities Alberta Ltd. (which was acquired by Vencap, Inc. (formerly known as Vencap Acquisition Corp.) on January 3, 1996) (the "Warrant"). The principal executive office of the Issuer is located at 5020 148th Avenue N.E., Redmond, Washington 98052. Item 2. Identity and Background. (a), (b), (c) and (f). This Statement on Schedule 13D is being filed by Vencap, Inc., an Alberta, Canada corporation ("Vencap"), Onex Corporation, an Ontario, Canada corporation ("Onex") and Gerald W. Schwartz ("Mr. Schwartz"). Vencap, Onex and Schwartz (collectively, the "Reporting Persons") are filing the statement jointly, pursuant to the provisions of Rule 13d-l(f)(l) under the Securities Exchange Act of 1934, as amended, as separate persons and not as members of a group. See Exhibit 2 for their Joint Filing Agreement. Vencap Vencap is an Alberta, Canada corporation. Vencap is a value-added private equity investor, operating in western Canada, the Pacific Northwest and the Rocky Mountain region of the United States. Vencap purchases significant and influential equity interests in selected high-growth companies, builds these companies to positions of market leadership and Page 5 of __ pages. 6 generates a return on investment either through profitable exit or by generating ongoing sustainable income. The address of the principal business and principal offices of Vencap is Suite 1980, 10180 101st Street N.W., Edmonton, Alberta, Canada T5J 3S4. Information relating to the directors and executive officers of Vencap is set forth on Schedule A hereto, which is incorporated herein by reference. Onex Onex is an Ontario, Canada corporation. It is a diversified company that operates through autonomous subsidiaries, associated companies and strategic partnerships. The address of the principal business and principal offices of Onex is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA M5J 2S1. Information relating to the directors and executive officers of Onex is set forth on Schedule B hereto which is incorporated herein by reference. Onex is the sole shareholder of Vencap Acquisition Holdings Inc. ("Vencap Holdings"). Vencap Holdings is an Ontario, Canada corporation which was formed to acquire and hold the outstanding securities of Vencap and was one of the parties that filed the Schedule 13D to which this amendment relates. Subsequently, Vencap Holdings transferred the shares it owned in Vencap to affiliates of Onex. Onex is the indirect beneficial owner of approximately 90% of the shares of Vencap. Mr. Schwartz The principal occupation of Mr. Schwartz is the Chairman of the Board, President and Chief Executive Officer of Onex. The business address of Mr. Schwartz is 161 Bay Street, P.O. Box 700, Toronto, Ontario, CANADA MSJ 2S1. Mr. Schwartz is a citizen of Canada. (d) and (e). None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or Page 6 of __ pages. 7 similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Vencap (formerly known as Vencap Acquisition Corp.) originally purchased the shares of Vencap Equities Alberta Ltd., which owned the Common Stock and the Warrant, with its own treasury funds. If the Warrant, that is the subject of this Statement is exercised, the Reporting Persons intend to use internal sources of funds to pay the price payable under the Warrant. Item 4. Purpose of Transaction. Vencap originally acquired the Common Stock for investment purposes. The Warrant originally provided that the holder may purchase at any time on or before February 9, 1997 12,500 shares of preferred stock at the "Exercise Price" of $23.60 per share. The Warrant was converted to a Common Stock Warrant upon consummation of the Issuer's initial public offering on November 14, 1995 (the "Offering"). The Common Stock Warrant may be exercised at the holder's option to purchase 71,602 shares of Common Stock at an exercise price of $4.12 per share. The Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions, subject to availability of the shares of Common Stock at prices deemed favorable, the Company's business or financial condition and to other factors and conditions the Reporting Persons deem appropriate. Page 7 of __ pages. 8 Alternatively, the Reporting Persons may sell all or a portion of their shares of Common Stock in the open market or in privately negotiated transactions subject to the factors and conditions referred to in Item 6. Except as described in the Warrant, and as set forth above in the immediately preceding paragraph, no Reporting Person has any present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of such directors or to fill any existing vacancies on such board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 8 of __ pages. 9 Item 5. Interest in Securities of the Issuer. (a) and (b). On January 3, 1996, Vencap Equities Alberta Ltd. was acquired by Vencap (formerly known as Vencap Acquisition Corp.), which was wholly owned by Vencap Holdings, which in turn was wholly-owned by Onex. As of the date hereof, Vencap owns 912,861 shares of Common Stock, including 71,602 shares of Common Stock issuable pursuant to the Warrant. Giving effect to the exercise of the Warrant, Vencap beneficially owns 912,861 shares of Common Stock, representing approximately 13.8% of the outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as of August 2, 1996, as reported in the Issuer's Report on Form 10-Q for the quarter ended June 30, 1996). Onex, as the indirect beneficial owner of approximately 90% of the shares of Vencap, may be deemed to own beneficially 912,861 shares of common stock, representing approximately 13.8% of the outstanding shares of Common Stock (assuming the conversion of the Warrant and based on the number of shares of Common Stock outstanding as of August 2, 1996). Mr. Schwartz is the Chairman of the Board, President and Chief Executive Officer of Onex and the indirect holder of all the issued and outstanding shares of Multiple Voting Shares of Onex, ownership which entitles Mr. Schwartz to elect sixty percent (60%) of the members of Onex's Board of Directors, and therefore may also be deemed to own beneficially such shares of Common Stock. (c) During the past sixty (60) days, Vencap has disposed of certain of the shares of Common Stock as follows: Page 9 of __ pages. 10 Date of Amount of Transaction Securities Involved Price Per Share How Effected 5/16/96 75,000 $14.875 Open Market Sale 5/17/96 75,000 15.00 Open Market Sale 5/20/96 115,000 15.125 Open Market Sale 8/02/96 20,000 17.00 Open Market Sale 8/06/96 25,000 17.00 Open Market Sale 8/16/96 45,000 17.00 Open Market Sale 8/19/96 14,000 17.375 Open Market Sale 8/20/96 14,000 17.375 Open Market Sale 8/21/96 14,000 17.50 Open Market Sale 8/22/96 3,000 17.00 Open Market Sale 8/22/96 3,000 17.125 Open Market Sale 8/23/96 3,000 17.00 Open Market Sale 8/23/96 4,000 17.25 Open Market Sale 8/29/96 25,000 17.475 Open Market Sale 8/30/96 25,000 18.80 Open Market Sale Except as set forth above, no Reporting Person nor, to the best knowledge of each Reporting Person, any person identified in Item 2, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d). To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock or the shares of Common Stock issuable upon conversion of the Warrant. (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Common Stock of the Issuer. Hambrecht & Quist LLC and Needham & Company, Inc., as representatives of the several underwriters of the Offering, entered into an Agreement, dated as of August 31, 1995 (the "Lock-up Agreement"), see Exhibit 3, with Vencap Equities Alberta Ltd. with respect to the Page 10 of __ pages. 11 shares of Common Stock (including any securities convertible into or exercisable or exchangeable for such shares) held by such Reporting Persons. Pursuant to the Lock-up Agreement, such Reporting Persons had agreed not to transfer or dispose of such shares on or prior to May 12, 1996. Item 7. Material to Be Filed as Exhibits. 1. Warrant, dated as of February 10, 1992, by and between the Company and Vencap Equities Alberta Ltd., incorporated by reference to the Schedule 13D relating to the Issuer, filed by Vencap, Vencap Holdings, Onex and Mr. Schwartz on May 2, 1996. 2. Joint Filing Agreement, dated April 24, 1996, among Vencap, Vencap Holdings, Onex and Mr. Schwartz, incorporated by reference to the Schedule 13D relating to the Issuer, filed by Vencap, Vencap Holdings, Onex and Mr. Schwartz on May 2, 1996. 3. Agreement, dated as of August 31, 1995, among Hambrecht & Quist LLC, Needham & Company, Inc. as Representatives of the Several Underwriters and Vencap Equities Alberta Ltd., incorporated by reference to the Schedule 13D relating to the Issuer, filed by Vencap, Vencap Holdings, Onex and Mr. Schwartz on May 2, 1996. 4. Power of Attorney, incorporated by reference to the Form 4 relating to Applied Microsystems Corporation, filed by Vencap, Onex and Mr. Schwartz on September 10, 1996. Page 11 of __ pages. 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: September 13, 1996 VENCAP, INC. By: /s/ Anthony Munk ------------------------------------ Name: Anthony Munk Title: Authorized Signatory ONEX CORPORATION By: /s/ Anthony Munk ------------------------------------ Name: Anthony Munk Title: Authorized Signatory /s/ Anthony Munk ------------------------------------ Authorized Signatory for GERALD W. SCHWARTZ Page 12 of __ pages. 13 SCHEDULE A Directors and Executive Officers of Vencap, Inc. ("Vencap")
PRESENT PRINCIPAL OCCUPATION OR NAME BUSINESS ADDRESS EMPLOYMENT - ---- ---------------- ----------------- Ian T. Morris Suite 1980, 10180 101st Street, N.W. Vice-President, Chief Edmonton, Alberta, Financial Officer and Canada T5J 3S4 Secretary William R. McKenzie Suite 1980, 10180 101st Street, N.W. Vice-President Edmonton, Alberta, Canada T5J 3S4 David E. Stitt Suite 1980, 10180 101st Street, N.W. Vice-President Edmonton, Alberta, Canada T5J 3S4 Oleh S. Hnatiuk Suite 1980, 10180 101st Street, N.W. Vice-President Edmonton, Alberta, Canada T5J 3S4 Frank L. Stack Suite 1980, 10180 101st Street, N.W. Vice-President Edmonton, Alberta, Canada T5J 3S4 Mark Hilson 161 Bay Street Director, Vice- P.O. Box 700 President of Onex Toronto, Ontario, Corporation Canada M5J 2S1 Anthony Munk 161 Bay Street Director, Vice- P.O. Box 700 President of Onex Toronto, Ontario, Corporation Canada M5J 2S1 Donald Carlson Carlson Development Corp. Director Suite 1420, 9915 108th Street Edmonton, Alberta, Canada T5K 2G8
Page 13 of __ pages. 14
PRESENT PRINCIPAL OCCUPATION OR NAME BUSINESS ADDRESS EMPLOYMENT - ---- ---------------- ----------------- Vahan Koloian Polar Capital Corp. Director, President and 13th Floor Partner of Polar Capital 350 Bay Street Corporation, a Toronto, Ontario merchant banking firm Canada M5H 2S6
Page 14 of __ pages. 15 SCHEDULE B Directors and Executive Officers of Onex Corporation ("Onex")
PRESENT PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT - ---- ---------------- ------------------------ Gerald W. Schwartz 161 Bay Street Chairman of the Board, President, P.O. Box 700 Chief Executive Officer and Toronto, Ontario Director Canada M5J 2S1 Ewout R. Heersink 161 Bay Street Vice President, and Chief P.O. Box 700 Financial Officer Toronto, Ontario Canada M5J 2S1 Mark L. Hilson 161 Bay Street Vice President P.O. Box 700 Toronto, Ontario Canada M5J 2S1 Anthony R. Melman 161 Bay Street Vice President P.O. Box 700 Toronto, Ontario Canada M5J 2S1 Anthony Munk 161 Bay Street Vice President P.O. Box 700 Toronto, Ontario Canada M5J 2S1 John S. Elder, Q.C. 161 Bay Street Secretary P.O. Box 700 Toronto, Ontario Canada M5J 2S1 Dan C. Casey Creson Corporation Director, Chairman and Chief 5255 Yonge Street Executive Officer of Creson Suite 804 Corporation, an Ontario real estate North York, Ontario company Canada M2N 6P4
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PRESENT PRINCIPAL NAME BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT - ---- ---------------- ------------------------ Donald H. Gales Ellesmere Britannia Director, Corporate Director P.O. Box 1698GT, Villa 639 Grand Cayman Island British West Indies Serge Gouin Le Groupe Videotron Ltee Director, President and Chief 300, ave Viger est Operating Officer of Le Groupe Montreal, Quebec Videotron Ltee, a Canadian Canada H2V 2T6 television company Brian M. King 2154 Capistrano Crescent Director, Corporate Director Kelowna, British Columbia Canada VIY 6E8 J. William E. Mingo, Stewart McKelvey Director, Partner at Stewart Q.C. Stirling Scales McKelvey Stirling Scales, a law 1959 Upper Water St. firm in Halifax, Nova Scotia 10th Floor Halifax, Nova Scotia Canada B3J 2X2 J. Robert S. Prichard, University of Toronto Director, President of the O.C. 27 Kings College Circle University of Toronto Simcoe Hall, Room 206 Toronto, Ontario Canada M5S 1A1 R. Geoffrey P. Styles Royal Bank Plaza Director, Corporate Director Suite 3115, South Tower Toronto, Ontario Canada M5J 2J5 Arni C. Thorsteinson Shelter Canadian Properties Director, President of Shelter Limited Canadian Properties Limited 2600-7 Evergreen Place Winnipeg, Manitoba Canada R3L 2T3
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