-----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, Fd1/1XgVeW9QgEfCoftujLPEYGBW046p+2roPXENfkQpNryBKVfmZMOR4ZvgvTNO lR2t7kZXjXn7IYsiUL8NQA== 0000950149-99-001869.txt : 19991102 0000950149-99-001869.hdr.sgml : 19991102 ACCESSION NUMBER: 0000950149-99-001869 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISOCOR CENTRAL INDEX KEY: 0000879283 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954310259 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49783 FILM NUMBER: 99738958 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BLVD CITY: SANTA MONICA STATE: CA ZIP: 90405 MAIL ADDRESS: STREET 2: 3420 OCEAN PARK BLVD SUITE 2010 CITY: SANTA MONICA STATE: CA ZIP: 904053306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRITICAL PATH INC CENTRAL INDEX KEY: 0001060801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911788300 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 320 FIRST STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4158088800 MAIL ADDRESS: STREET 1: 320 FIRST STREET CITY: SAN FRNACISCO STATE: CA ZIP: 94105 SC 13D 1 SC 13D DATED OCTOBER 20, 1999 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ISOCOR ---------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 464 902 10 5 -------------- (CUSIP Number) PAUL GIGG, PRESIDENT AND CHIEF EXECUTIVE OFFICER 3420 OCEAN PARK BLVD. SANTA MONICA, CA 90405 (310) 581-8100 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 20, 1999 ---------------- (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 * . NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required on 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). 2 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 2 OF 14 PAGES - --------------------- ------------------ - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Critical Path, Inc. I.R.S. Identification No.: 91-1788300 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF CALIFORNIA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,074,005(1) BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------- 8 SHARED VOTING POWER 1,432,620(2) ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,074,005(1) ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,506,625(1)(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.98%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (1) In the event the Option (discussed in Items 3 and 4 below) becomes exercisable and is exercised in full, Critical Path, Inc., a California corporation ("Critical Path"), will have sole voting power with respect to that number of shares equal to 19.9% of the then outstanding shares of Common Stock of ISOCOR, a California corporation ("ISOCOR"), which, based upon the 10,422,135 shares of ISOCOR Common Stock outstanding as of October 17, 1999 (as represented by ISOCOR in the Reorganization Agreement discussed in Items 3 and 4) currently equals 2,074,005 shares of ISOCOR Common Stock. Prior to the exercise of the Option, Critical Path is not entitled to any rights as a shareholder of ISOCOR as to the shares of ISOCOR Common Stock covered by the Option. The Option may only be exercised upon the happening of certain events referred to in Item 4, none of which has occurred as of the date hereof. Critical Path expressly disclaims beneficial ownership of any of the shares of ISOCOR Common Stock which are purchasable by Critical Path upon exercise of the Option until such time as Critical Path purchases any such shares of ISOCOR Common Stock upon any such exercise. (2) 1,432,620 shares of ISOCOR Common Stock are subject to Voting Agreements entered into by Critical Path and certain affiliates of ISOCOR (discussed in Items 3 and 4 below). Critical Path expressly disclaims beneficial ownership of any of the shares of ISOCOR Common Stock covered by the Voting Agreements. Based on the number of shares of ISOCOR Common Stock outstanding as of October 17, 1999 (as represented by ISOCOR in the Reorganization Agreement discussed in Items 3 and 4), the number of shares of ISOCOR Common Stock indicated represents approximately 13.12% of the outstanding ISOCOR Common Stock, excluding the shares of ISOCOR Common Stock issuable upon exercise of the Option and calculated as discussed in Item 5. 3 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 3 OF 14 PAGES - --------------------- ------------------ (3) Based on an assumed 12,995,937 shares of ISOCOR Common Stock outstanding, calculated by adding (1) 10,422,135 shares of ISOCOR Common Stock outstanding as of October 17, 1999 (as represented by ISOCOR in the Reorganization Agreement discussed in Items 3 and 4), (2) 2,074,005 shares of ISOCOR Common Stock issuable pursuant to exercise of the Option, and (3) 499,797 shares of ISOCOR Common Stock issuable to the ISOCOR affiliates who are parties to the Voting Agreements pursuant to exercise of their options exercisable within 60 days of October 20, 1999. 4 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 4 OF 14 PAGES - --------------------- ------------------ ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D (the "Schedule 13D") relates to the common stock (the "Shares" or the "ISOCOR Common Stock"), of ISOCOR. The principal executive office of ISOCOR is located at 3420 Ocean Park Blvd, Santa Monica, California, 90405. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by Critical Path, Inc. Critical Path is a leading provider of email hosting services. The address of the principal business and principal office of Critical Path is 320 1st Street, San Francisco, California 94105. Set forth on Schedule A is the name of each of the directors and executive officers of Critical Path and their present principal occupation or employment, including the name and address of any corporation or other organization in which such employment is conducted, as of the date hereof to Critical Path's knowledge. Neither Critical Path, nor to Critical Path's knowledge, any person named on Schedule A hereto is required to disclose legal proceedings pursuant to Items 2(d) or 2(e). To Critical Path's knowledge, each of the individuals identified on Schedule A is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to an Agreement and Plan of Reorganization dated as of October 20, 1999 (the "Reorganization Agreement"), by and among Critical Path, Initialize Acquisition Corp., a California corporation and wholly-owned subsidiary of Critical Path ("Merger Sub") and ISOCOR, and subject to the conditions set forth therein (including approval by shareholders of ISOCOR), Merger Sub will merge with and into ISOCOR and ISOCOR will become a wholly-owned subsidiary of Critical Path (such events constituting the "Merger"). Once the Merger is consummated, Merger Sub will cease to exist as a corporation and all of the business, assets, liabilities and obligations of Merger Sub will be merged into ISOCOR with ISOCOR remaining as the surviving corporation (the "Surviving Corporation"). As an inducement to Critical Path to enter into the Reorganization Agreement, Critical Path and ISOCOR entered into a Stock Option Agreement dated as of October 20, 1999 (the "Stock Option Agreement") pursuant to which ISOCOR granted Critical Path the right (the "Option"), under certain conditions, to acquire up 5 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 5 OF 14 PAGES - --------------------- ------------------ to the number of shares of ISOCOR Common Stock sufficient to give Critical Path ownership of 19.9% of ISOCOR's outstanding Common Stock. ISOCOR's obligation to issue shares pursuant to the exercise of the Option is subject to the occurrence of certain events (discussed in Item 4 below), which may not occur. The granting of the Option was negotiated as a material term of the entire Merger transaction. Critical Path did not pay additional consideration to ISOCOR in connection with ISOCOR entering into the Stock Option Agreement and granting the Option. In the event the Option becomes exercisable, Critical Path anticipates it will use working capital for any exercise of the Option. As a further inducement for Critical Path to enter into the Reorganization Agreement and in consideration thereof, certain shareholders of ISOCOR (the "Shareholders") entered into individual voting agreements with Critical Path (collectively, the "Voting Agreements") whereby each Shareholder agreed, severally and not jointly, to vote all of the shares of ISOCOR Common Stock beneficially owned by him, her or it in favor of approval and adoption of the Reorganization Agreement and approval of the Merger and certain related matters. Critical Path did not pay additional consideration to any Shareholder in connection with the execution and delivery of the Voting Agreements. References to, and descriptions of, the Merger, the Reorganization Agreement, the Stock Option Agreement and the Voting Agreements as set forth herein are qualified in their entirety by reference to the copies of the Reorganization Agreement, the Stock Option Agreement and the form of Voting Agreement, respectively, included as Exhibits 1, 2 and 3 and 4, respectively, to this Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. (a) - (b) As described in Item 3 above, this statement relates to the Merger of Merger Sub, a wholly-owned subsidiary of Critical Path, with and into ISOCOR in a statutory merger pursuant to the California Corporations Code. At the effective time of the Merger, the separate existence of Merger Sub will cease and ISOCOR will continue as the Surviving Corporation and as a wholly-owned subsidiary of Critical Path. Each holder of outstanding ISOCOR Common Stock will receive, in exchange for each share of ISOCOR Common Stock held by such holder, 0.4707 shares of Critical Path Common Stock. Critical Path will assume each outstanding option to purchase ISOCOR Common Stock under ISOCOR's stock option plans. Pursuant to the Stock Option Agreement, ISOCOR granted Critical Path the Option, under certain conditions, to acquire up to the number of shares of ISOCOR Common 6 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 6 OF 14 PAGES - --------------------- ------------------ Stock sufficient to give Critical Path ownership of 19.9% of ISOCOR's outstanding Common Stock. ISOCOR's obligation to issue shares pursuant to the exercise of the Stock Option is subject to the occurrence of certain events (each, an "Exercise Event"), which may not occur. An Exercise Event will occur if the Reorganization Agreement is terminated pursuant to Section 7.1(b), 7.1(d), 7.1(g) or 7.1(h) thereof and an event causing the Termination Fee to become payable pursuant to Section 7.3(b) of the Reorganization Agreement occurs. Pursuant to the Voting Agreements, the Shareholders have irrevocably appointed Critical Path as their lawful attorney and proxy. Such proxy gives Critical Path the limited right to vote each of the 1,432,620 shares (including options exercisable within 60 days of October 20, 1999) of ISOCOR Common Stock beneficially owned by the Shareholders in all matters related to the Merger. In exercising its right to vote the Shares as lawful attorney and proxy of the Shareholders, Critical Path (or any nominee of Critical Path) will be limited, at every ISOCOR shareholders meeting and every written consent in lieu of such a meeting to vote the Shares in favor of approval and adoption of the Reorganization Agreement, in favor of approval of the Merger and in favor of each matter that could reasonably be expected to facilitate the Merger. The Shareholders may vote the Shares on all other matters. The Voting Agreements terminate upon the earlier to occur of (i) such date and time as the parties shall file a merger agreement with the Secretary of State of California in accordance with the terms and provisions of the Reorganization Agreement, or (ii) such date and time as the Reorganization Agreement shall have been terminated pursuant to Article VII thereof. The purpose of the transactions under the Voting Agreements and the Stock Option Agreement are to enable Critical Path and ISOCOR to consummate the transactions contemplated under the Reorganization Agreement. (c) Not applicable. (d) It is anticipated that upon consummation of the Merger, the directors of the Surviving Corporation shall be the current directors of Merger Sub. It is anticipated that the initial officers of the Surviving Corporation shall be the officers of Merger Sub, until their respective successors are duly appointed. (e) Other than as a result of the Merger described in Item 3 above, not applicable. (f) Not applicable. 7 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 7 OF 14 PAGES - --------------------- ------------------ (g) Upon consummation of the Merger, the Articles of Incorporation of Merger Sub, as in effect immediately prior to the Merger, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by California Law and such Articles of Incorporation. Upon consummation of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the Merger, shall be the Bylaws of the Surviving Corporation until thereafter amended. (h) - (i) If the Merger is consummated as planned, the ISOCOR Common Stock will be deregistered under the Act and delisted from The Nasdaq National Market. (j) Other than described above, Critical Path currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D (although Critical Path reserves the right to develop such plans). References to, and descriptions of, the Reorganization Agreement, the Stock Option Agreement and the Voting Agreements as set forth above in this Item 4 are qualified in their entirety by reference to the copies of the Reorganization Agreement, the Stock Option Agreement and the Voting Agreement, respectively, included as Exhibits 1, 2 and 3, respectively, to this Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF ISOCOR. (a) - (b) As a result of the Voting Agreements, Critical Path may be deemed to be the beneficial owner of at least 1,432,620 shares of ISOCOR Common Stock. Such ISOCOR Common Stock constitutes approximately 13.12% of the issued and outstanding shares of ISOCOR Common Stock assuming outstanding shares of ISOCOR Common Stock equal to the number of shares of ISOCOR Common Stock outstanding as of October 17, 1999 (as represented by ISOCOR in the Reorganization Agreement discussed in Items 3 and 4) plus the number of shares of ISOCOR Common Stock issuable to the ISOCOR affiliates who are parties to the Voting Agreements pursuant to exercise of options exercisable within 60 days of October 20, 1999. Critical Path may be deemed to have the shared power to vote the Shares with respect to those matters described above. However, Critical Path (i) is not entitled to any rights, other than as described herein, as a shareholder of ISOCOR as to the Shares and (ii) disclaims any beneficial ownership of the shares of ISOCOR Common Stock which are covered by the Voting Agreements. In the event the Stock Option becomes exercisable and is exercised in full, Critical Path will have the sole power to vote, and the sole power to dispose of, that number of shares equal to 19.9% of the outstanding shares of ISOCOR Common Stock, 8 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 8 OF 14 PAGES - --------------------- ------------------ which, based upon the 10,422,135 shares of ISOCOR Common Stock outstanding as of October 17, 1999 (as represented by ISOCOR in the Reorganization Agreement discussed in Items 3 and 4) equals 2,074,005 shares of ISOCOR Common Stock. To Critical Path's knowledge, no person listed on Schedule A has an ownership interest in ISOCOR. Set forth on Schedule B is the name of those affiliates of ISOCOR that have entered into a Voting Agreement with Critical Path, and their present principal occupation or employment, including the name and address of any corporation or other organization in which such employment is conducted, to Critical Path's knowledge. (c) To the knowledge of Critical Path, no transactions in the class of securities reported have been effected during the past sixty days by any person named pursuant to Item 2. (d) To the knowledge of Critical Path, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of ISOCOR reported on herein. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISOCOR. Other than the Reorganization Agreement and the exhibits thereto, including the Voting Agreements and the Stock Option Agreement, to the knowledge of Critical Path, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of ISOCOR, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. The following documents are incorporated herein by reference as exhibits: 1. Agreement and Plan of Reorganization, dated October 20, 1999, by and among Critical Path, Merger Sub and ISOCOR (incorporated by reference to Exhibit 2.1 to Critical Path's Current Report on Form 8-K filed of even date herewith). 9 SCHEDULE 13D - --------------------- ------------------ CUSIP NO. 464 902 105 PAGE 9 OF 14 PAGES - --------------------- ------------------ 2. Stock Option Agreement, dated October 20, 1999, by and between Critical Path and ISOCOR (incorporated herein by reference to Exhibit 2.2 to Critical Path's Current Report on Form 8-K filed of even date herewith). 3. Form of Voting Agreement entered into between Critical Path and certain affiliates of ISOCOR (incorporated herein by reference to Exhibit 2.3 to Critical Path's Current Report on Form 8-K filed of even date herewith). 4. Voting Agreement, dated as of October 20, 1999, between Critical Pathand Brentwood Associates (incorporated herein by reference to Exhibit 2.4 to Critical Path's Current Report on Form 8-K filed of even date herewith). 10 SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 464 902 105 PAGE 10 OF 14 PAGES - --------------------- ------------------- 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. Dated: November 1, 1999 CRITICAL PATH, INC. By: /s/ Brett Robertson --------------------------------------- Brett Robertson Vice President of Strategic Development and General Counsel 11 SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 464 902 105 PAGE 11 OF 14 PAGES - --------------------- ------------------- Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF CRITICAL PATH, INC.
(2) NAME AND TITLE PRESENT PRINCIPAL OCCUPATION INCLUDING NAME OF EMPLOYER Douglas T. Hickey Critical Path, Inc. President, Chief Executive Officer and Director 320 1st Street San Francisco, CA 94105 David C. Hayden Critical Path, Inc. Chairman of the Board of Directors 320 1st Street San Francisco, CA 94105 David A. Thatcher Critical Path, Inc. Executive Vice President and Chief Financial 320 1st Street Officer San Francisco, CA 94105 Joseph Duncan Critical Path, Inc. Vice President and Chief Information Officer 320 1st Street San Francisco, CA 94105 Judie A. Hayes Critical Path, Inc. Vice President of Corporate Communications 320 1st Street San Francisco, CA 94105 William H. Rinehart Critical Path, Inc. Vice President of Worldwide Internet Sales 320 1st Street San Francisco, CA 94105 Brett Robertson Critical Path, Inc. Vice President of Strategic Development and 320 1st Street General Counsel San Francisco, CA 94105 Kurt Steinhauer Critical Path, Inc. Vice President Worldwide Enterprise Sales 320 1st Street San Francisco, CA 94105 Marcy Swenson Critical Path, Inc. Vice President of Platform Architecture 320 1st Street San Francisco, CA 94105 Mari E. Tangredi Critical Path, Inc. Vice President of Business Development 320 1st Street San Francisco, CA 94105 Sharon Weinbar Critical Path, Inc. Vice President of Marketing 320 1st Street San Francisco, CA 94105
12 SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 464 902 105 PAGE 12 OF 14 PAGES - --------------------- ------------------- Cynthia D. Whitehead Critical Path, Inc. Vice President of Operations and Customer Service 320 1st Street San Francisco, CA 94105 Christos M. Cotsakos Chairman and Chief Executive Officer Director E*TRADE Group, Inc. 4500 Bohannon Drive Menlo Park, CA 94025 Lisa Gansky Principal Director Trading Fours 6114 LaSalle Avenue, #433 Oakland, CA 94611 Kevin R. Harvey General Partner Director Benchmark Capital 2480 Sand Hill Road, Suite 200 Menlo Park, CA 94025 James A. Smith Chief Executive Officer Director US West Dex 198 Inverness Drive West Englewood, CO 80112 George Zachary Partner Director Mohr Davidow Ventures 2775 Sand Hill Road, Suite 240 Menlo Park, CA 94025
13 SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 464 902 105 PAGE 13 OF 14 PAGES - --------------------- ------------------- SCHEDULE B
AFFILIATE SHARES BENEFICIALLY OWNED Janine Bushman 78,166* Vice President, Finance and Administration and Chief Financial Officer ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405 Dennis Cagan 10,000* President Cagan Co. 414 Lincolnwood Drive Santa Barbara, CA 93110 Andre De Fusco 0 President and Chief Executive Officer ACT Networks, Inc. 26707 Agoura Road Calabasas, CA 91302 Andre De Mari 336,307* Chairman of the Board of Directors ISOCOR 3420 Ocean Park Boulevard Santa Monica, CA 90405 Paul Gigg 230,014* President and Chief Executive Officer ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405 Karl Klessig 31,118* Vice President, Marketing and Strategic Alliance ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405 Alex Lazar 62,155* Vice President, North American Sales ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405
14 SCHEDULE 13D - --------------------- ------------------- CUSIP NO. 464 902 105 PAGE 14 OF 14 PAGES - --------------------- ------------------- Abe Levine 1,000 Vice President, Professional Services ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405 David Longley 21,562* Vice President, International Sales and Marketing ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405 Barry Wyse 45,243* Vice President, Engineering ISOCOR 3420 Ocean Park Blvd. Santa Monica, CA 90405 William Yundt 9,437* Vice President, Networking Web TV Networks, Inc. 305 Lytton Avenue Palo Alto, CA 94301 Brentwood Associates V, L.P. 607,618 1150 Santa Monica Blvd. Suite 1200 Los Angeles, CA 90025
*Includes shares issuable pursuant to exercise of options exercisable within 60 days of October 20, 1999. -----END PRIVACY-ENHANCED MESSAGE-----