-----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, OmyCb7WZVK0BoSlbUTl95PsSnxwefPpWR27bI1LolqZ7+uRo48sopebx5q69HusH mKseiY4EyyfoS+BHLQ6k7A== 0000950148-01-500948.txt : 20010607 0000950148-01-500948.hdr.sgml : 20010607 ACCESSION NUMBER: 0000950148-01-500948 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010606 GROUP MEMBERS: BILL GROSS GROUP MEMBERS: IDEALAB GROUP MEMBERS: IDEALAB HOLDINGS, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTO COM INC CENTRAL INDEX KEY: 0001060439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954652060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56987 FILM NUMBER: 1654764 BUSINESS ADDRESS: STREET 1: 74 NORTH PASADENA AVENUE STREET 2: THIRD FLOOR CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6266855600 MAIL ADDRESS: STREET 1: 14 W UNION STREET CITY: PASADENA STATE: CA ZIP: 91103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IDEALAB CENTRAL INDEX KEY: 0001045647 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954569774 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 W UNION STREET STREET 2: SUITE 200 CITY: PASADENA STATE: CA ZIP: 91103 BUSINESS PHONE: 6265856900 MAIL ADDRESS: STREET 1: 130 W UNION ST CITY: PASADENA STATE: CA ZIP: 91103 FORMER COMPANY: FORMER CONFORMED NAME: BILL GROSS IDEALAB DATE OF NAME CHANGE: 20000121 SC 13D/A 1 a73248a4sc13da.txt AMENDMENT NO. 4 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 4) UNDER THE SECURITIES EXCHANGE ACT OF 1934 GOTO.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 38348T107 - -------------------------------------------------------------------------------- (CUSIP Number) Todd Tappin Chief Financial Officer GoTo.Com, Inc. 74 North Pasadena Avenue 3rd Floor Pasadena, California 91103 (626) 685-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2001 - -------------------------------------------------------------------------------- (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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]. (Continued on the following page) Page 1 of 12 Pages 2 SCHEDULE 13D - ------------------- CUSIP NO. 38348T107 PAGE 2 OF 12 - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BILL GROSS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,604,915 SHARES NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,530 SHARES OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,604,915 SHARES PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 2,530 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,607,445 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D - ------------------- CUSIP NO. 38348T107 PAGE 3 OF 12 - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON BILL GROSS' IDEALAB! TAX I.D. NO. 95-4569774 - -------------------------------------------------------------------------------- 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 CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,604,915 SHARES NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 2,530 SHARES OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,604,915 SHARES PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 2,530 SHARES - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,607,445 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 4 SCHEDULE 13D - ------------------- CUSIP NO. 38348T107 PAGE 4 OF 12 - ------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON IDEALAB! HOLDINGS, L.L.C. TAX I.D. NO. 95-4729649 - -------------------------------------------------------------------------------- 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 CALIFORNIA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 13,356,164 SHARES NUMBER OF ---------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 13,356,164 SHARES PERSON ---------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,356,164 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- 5 Page 5 of 12 ITEM 1. SECURITY AND ISSUER. This Amendment No. 4 to the Statement on Schedule 13D (the "Amendment No. 4") filed by Bill Gross, Bill Gross' idealab!, a California corporation ("idealab!"), and idealab! Holdings, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of idealab! ("idealab! Holdings," and together with Bill Gross and idealab!, the "Reporting Persons") amends and supplements the Statement on Schedule 13D (the "Initial Filing") filed on January 3, 2000, as amended and supplemented pursuant to Amendment No. 1 filed by the Reporting Persons on January 20, 2000, Amendment No. 2 filed by the Reporting Persons on March 6, 2000 and Amendment No. 3 filed by the Reporting Persons on May 9, 2001 (collectively with the Initial Filing, the "Schedule 13D"), relating to the shares of common stock, $0.0001 par value per share (the "Common Stock"), of GoTo.Com, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 74 North Pasadena Avenue, 3rd Floor, Pasadena, California 91103. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed jointly by Bill Gross, idealab! and idealab! Holdings. (b) The address of the Reporting Persons' principal office or residence is 130 West Union Street, Pasadena, California 91103. The names, business addresses and principal businesses of each of the directors and executive officers of each of idealab! and idealab! Holdings are set forth on Schedule I hereto and incorporated by reference herein. (c) The principal business of idealab! and idealab! Holdings is the creation and operation of internet businesses. (d) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, as applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the executive officers or directors of any of the Reporting Persons, as applicable, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. (f) To the best knowledge of idealab! and idealab! Holdings, each of their executive officers and directors is a United States citizen. Bill Gross is a United States citizen. 6 Page 6 of 12 ITEM 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following: On June 6, 2001, the Company filed a registration statement under the Securities Act of 1933 pursuant to which idealab! proposes to sell five million shares of Common Stock, plus up to one million one hundred twenty five thousand shares to cover over-allotments, if any, through an underwritten offering. By participating in the registered offering, idealab! believes that it will be able to continue to comply with the terms of an order received under section 3(b)2 of the Investment Company Act of 1940, as amended (the "1940 Act"), declaring that idealab! is not an investment company. The Reporting Persons have executed lock-up agreements with the underwriters for the offering in which the Reporting Persons have agreed not to sell securities of the Company until ninety days following the offering. Based on recent trading prices of Company stock and based on the current value of idealab!'s other assets, idealab! believes that following the offering, it will continue to be in compliance with the terms of its order. idealab! currently anticipates that during the six to nine month period following expiration of its lock-up agreement with the underwriters, it will sell in market transactions up to two million shares of Common Stock, subject to market conditions. Given the Reporting Persons' current relationship with the Company, idealab! further anticipates that any sales in market transactions would be made in accordance with a plan under Rule 10b5-1 under the Securities Exchange Act of 1934. Subject to its lock-up agreement with the underwriters and depending on changes in the trading price of Company stock and the value of idealab!'s other assets following the offering, idealab! may make additional sales in order to continue to satisfy the representations made in connection with the order. idealab! currently anticipates that any sales of Common Stock will be made in market transactions pursuant to Rule 144, subject to the volume limitations thereof. However, in the future idealab! may effect such sales through private transactions or a registered offering. Subject to the foregoing, the Reporting Persons may acquire or dispose of securities of the Company, including shares of Common Stock, directly or indirectly, in open-market or privately negotiated transactions or through registered offerings, depending upon the Reporting Persons' evaluation of the performance and prospects of the Company, and upon other developments and circumstances, including, but not limited to, general economic and business conditions, stock market conditions, and idealab!'s business and strategic objectives. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to the proposed sale of shares of Common Stock of the Company and related lock-up agreements described in Item 4 hereof. 7 Page 7 of 12 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by adding the following: Exhibit 14 Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross' idealab!, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters. Exhibit 15 Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters. 8 Page 8 of 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 6, 2001 BILL GROSS By: /s/ Bill Gross -------------------------------------- Dated: June 6, 2001 BILL GROSS' IDEALAB! By: /s/ Bill Gross -------------------------------------- Name: Bill Gross Title: Chairman of the Board and Chief Executive Officer Dated: June 6, 2001 IDEALAB! HOLDINGS, L.L.C. By: /s/ Bill Gross ------------------------------------- Name: Bill Gross Title: Managing Member 9 Page 9 of 12 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF BILL GROSS' IDEALAB! The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Bill Gross' idealab! is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is Bill Gross' idealab!, 130 West Union Street, Pasadena, California 91103.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF BILL GROSS' NAME AND BUSINESS POSITION WITH BILL GROSS' IDEALAB! ADDRESS IDEALAB! ----------------------------------- ---------------------------------- ---------------------------------------- Bill Gross Chairman of the Board and Chief Executive Officer Marcia Goodstein President, Chief Operating Officer and Director Lawrence Gross Vice-Chairman Bruce Johnston President, idealab! Boston Robert Kavner Director Howard Morgan Vice-Chairman Benjamin M. Rosen Director John F. Welch, Jr. Director Chairman and Chief Executive Officer, General Electric Company
10 Page 10 of 12 DIRECTORS AND EXECUTIVE OFFICERS OF IDEALAB! HOLDINGS, L.L.C. The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of idealab! Holdings, L.L.C. is set forth below. Unless otherwise indicated below, the business address of each director and executive officer is idealab! Holdings, L.L.C., 130 West Union Street, Pasadena, California 91103.
PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OF IDEALAB! NAME AND BUSINESS POSITION WITH IDEALAB! HOLDINGS, HOLDINGS, L.L.C. ADDRESS L.L.C. ----------------------------------- ---------------------------------- ---------------------------------------- Bill Gross' idealab! Member Bill Gross Managing Member
11 Page 11 of 12 EXHIBIT INDEX Exhibit 1.(1) Joint Filing Agreement, dated as of January 3, 2000. Exhibit 2.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Kline Hawkes California SBIC. Exhibit 3.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Howard L. Morgan. Exhibit 4.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Oliver A. McBryan. Exhibit 5.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bob Kavner. Exhibit 6.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and William S. Elkus. Exhibit 7.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Bruce Hendricks. Exhibit 8.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Moore Global Investments, Ltd., Multi-Strategies Fund Ltd., Remington Investments Strategies, L.P. and Multi-Strategies Fund L.P. Exhibit 9.(1) Stock Purchase Agreement, dated as of December 23, 1999, by and between Bill Gross' idealab! and Jim Armstrong. Exhibit 10.(2) Stock Purchase Agreement, dated as of January 17, 2000, by and between Bill Gross' idealab! and idealab! Capital Partners I-B, L.P. Exhibit 11.(3) Stockholder Agreement, dated as of March 3, 2000, by and between Bill Gross' idealab! and GoTo.com, Inc. Exhibit 12.(3) Joint Filing Agreement, dated as of March 6, 2000. - ---------- (1) Previously filed on Schedule 13D, dated December 23, 1999. (2) Previously filed on Amendment No. 1 to Schedule 13D, dated January 20, 2000. (3) Previously filed on Amendment No. 2 to Schedule 13D, dated March 6, 2000. 12 Page 12 of 12 Exhibit 13.(4) Joint Filing Agreement, dated as of May 8, 2001. Exhibit 14 Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross' idealab!, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters. Exhibit 15 Lock-up Agreement, dated as of June 4, 2001, by and among Bill Gross, GoTo.com, Inc. and Credit Suisse First Boston Corporation, Salomon Smith Barney and U.S. Bancorp Piper Jaffray, as representatives of the several underwriters. - ---------- (4) Previously filed on Amendment No. 3 to Schedule 13D, dated May 9, 2001. EX-14 2 a73248a4ex14.txt EXHIBIT 14 1 EXHIBIT 14 June 4, 2001 GoTo.com, Inc. 74 North Pasadena Avenue, Third Floor Pasadena, CA 91103 Credit Suisse First Boston Corporation Salomon Smith Barney U.S. Bancorp Piper Jaffray, as Representatives of the several Underwriters c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for common stock (the "Securities") of GoTo.com, Inc., and any successor (by merger or otherwise) thereto (the "Company"), the undersigned hereby agrees that for the period (the "Lock-up Period") beginning on the date hereof and ending on the date that is 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the "Public Offering Date") pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (collectively, "Transfer"), directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that Transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such Transfer is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such Transfer, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston Corporation; provided that the undersigned may (i) make, or authorize the making of, the public disclosures set forth in (a) the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on June 6, 2001 and (b) the Form S-3 filed by the Company with the Securities and Exchange Commission on June 6, 2001 and (ii) enter into a contract qualified under Rule 10b5-1 under the Securities Exchange Act of 1934 to Transfer shares of Securities, so long as no sale or further disposition of the subject Securities or securities convertible into or exchangeable or exercisable therefor are made during the Lock-up Period. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston Corporation, it will not, during the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. Any Securities acquired by the undersigned in the open market after the date hereof will not be subject to this Agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. [Remainder of page intentionally left blank] 1 2 This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before September 1, 2001. Very truly yours, BILL GROSS' IDEALAB! By: ------------------------- Name: ----------------------- Title: ---------------------- 2 EX-15 3 a73248a4ex15.txt EXHIBIT 15 1 EXHIBIT 15 June 4, 2001 GoTo.com, Inc. 74 North Pasadena Avenue, Third Floor Pasadena, CA 91103 Credit Suisse First Boston Corporation Salomon Smith Barney U.S. Bancorp Piper Jaffray, as Representatives of the several Underwriters c/o Credit Suisse First Boston Corporation Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an orderly market for common stock (the "SECURITIES") of GoTo.com, Inc., and any successor (by merger or otherwise) thereto (the "COMPANY"), the undersigned hereby agrees that for the period (the "Lock-up Period") beginning on the date hereof and ending on the date that is 90 days after the public offering date set forth on the final prospectus used to sell the Securities (the "PUBLIC OFFERING DATE") pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (collectively, "TRANSFER"), directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that Transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such Transfer is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such Transfer, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston Corporation; provided that the undersigned may during the Lock-up Period, without the prior written consent of Credit Suisse First Boston Corporation: (a) Transfer up to the lesser of (i) 50,000 shares of Securities or (ii) 50% of the shares of Securities held by the undersigned on the date hereof; (b) enter into a contract qualified under Rule 10b5-1 under the Securities Exchange Act of 1934 to Transfer shares of Securities, so long as no sale or further disposition of the subject Securities or securities convertible into or exchangeable or exercisable therefor are made during the Lock-up Period; and (c) make, or authorize the making of, the public disclosures set forth in (i) the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on June 6, 2001 and (ii) the Form S-3 filed by the Company with the Securities and Exchange Commission on June 6, 2001. In addition, the undersigned agrees that, without the prior written consent of Credit Suisse First Boston Corporation, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities. Any Securities received upon exercise of options granted to the undersigned will also be subject to this Agreement. Any Securities acquired by the undersigned in the open market after the date hereof will not be subject to this Agreement. Notwithstanding the preceding paragraph, this Agreement shall not prohibit the exercise of any options to acquire Securities or a Transfer of Securities (a) to a family member or trust, (b) as a bona fide gift or gifts, (c) upon the death of the undersigned, to the undersigned's executors, administrators, testamentary trustees, legatees or beneficiaries; provided that in each case the transferee agrees to be bound in writing by the terms of this Agreement and that, in the case of clause (b), the undersigned provides you with prior written notice of such gift or gifts. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would constitute a violation or breach of this Agreement. 1 2 This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before September 1, 2001. Very truly yours, --------------------------- Name: 2 -----END PRIVACY-ENHANCED MESSAGE-----