-----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, FHrrazUIEaWixFcWy7qr8+pJSR34HP/7fof5cb1U4gYEPZ7++fvEJwx1MaURqQ8L 7hm5Bx/WmmjZoxG31ZZrFw== 0001209191-07-022520.txt : 20070404 0001209191-07-022520.hdr.sgml : 20070404 20070404181439 ACCESSION NUMBER: 0001209191-07-022520 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070404 FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Veraz Networks, Inc. CENTRAL INDEX KEY: 0001366649 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 943409691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 926 ROCK AVENUE STREET 2: SUITE 20 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4087509575 MAIL ADDRESS: STREET 1: 926 ROCK AVENUE STREET 2: SUITE 20 CITY: SAN JOSE STATE: CA ZIP: 95131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Norwest Venture Partners IX, LP CENTRAL INDEX KEY: 0001309124 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33391 FILM NUMBER: 07750080 BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-321-8000 MAIL ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 3 1 bpa28910_bpa12nvp.xml MAIN DOCUMENT DESCRIPTION X0202 3 2007-04-04 0 0001366649 Veraz Networks, Inc. VRAZ 0001309124 Norwest Venture Partners IX, LP 525 UNIVERSITY AVENUE SUITE 800 PALO ALTO CA 94301 0 0 1 0 Common Stock 1293916 D Common Stock 30142 I Held by NVP Entreprenuers Fund IX, L.P. Series A-1 Preferred Stock See footnote 1331331 D Series A-1 Preferred Stock See footnote 36685 I Held by NVP Entrepreneurs Fund IX, L.P. Series C Preferred Stock Common Stock 2637122 D Series C Preferred Stock Common Stock 72664 I Held by NVP Entrepreneurs Fund IX, L.P. Series D Preferred Stock Common Stock 237002 I Held by Norwest Venture Partners VII-A, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of Norwest Venture Partners IX, L.P., the record owner of these shares. Mr. Haque may be deemed to share dispositive and voting power over these shares. Mr. Haque disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. Held by NVP Entrepreneurs Fund IX, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of NVP Entreprenuers Fund IX, L.P., the record owner of these shares. Mr. Haque may be deemed to share dispositive and voting power over these shares. Mr. Haque disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. These securities are redeemable and will be redeemed for the par value of $0.001 per share upon the closing of the Issuer's initial public offering. These securities are not convertible into any other securities of the Issuer. Each share of Series C Preferred Stock will convert into one share of common stock upon the closing of the Issuer's initial public offering. The securities are immediately convertible. These securities will be automatically converted into common stock of the Issuer on a 1 to 0.951272727 basis (assuming an initial public offering of $11.00 per share) upon the closing of the Issuer's initial public offering. Held by Norwest Venture Partners VII-A, L.P. Mr. Haque is a managing director of Genesis VC Partners IX, LLC, which is the general partner of Norwest Venture Partners VII-A, L.P., the record owner of these shares. Mr. Haque may be deemed to share dispositive and voting power over these shares. Mr. Haque disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. None /s/ Promod Haque, Managing Director 2007-04-04 EX-24 2 bpa28910_bpa12ex24.htm POWER OF ATTORNEY Exhibit 24
Exhibit 24
POWER OF ATTORNEY
     Know all by these presents, that the undersigned hereby constitutes and appoints Kurt Betcher of Norwest Venture Partners, Eric C. Schlezinger and Albert J. Wood of Veraz Networks, Inc. (the “Company”) and James F. Fulton, Jr. of Cooley Godward Kronish LLP, signing individually, the undersigned’s true and lawful attorneys-in fact and agents to:
     (1) execute for and on behalf of the undersigned, an officer, director or holder of 10% or more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;
     (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
     (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, 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 such attorney-in-fact’s discretion.
     The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
     This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the Company or Cooley Godward Kronish LLP.
     This Power of Attorney supersedes all previous Power of Attorneys signed by the undersigned and delivered to such attorney-in-fact.
     In Witness Whereof, the undersigned has cause this Power of Attorney to be executed as of this 4 day of April, 2007.
             
    Norwest Venture Partners IX, L.P.    
    by Genesis VC Partners IX, LLC    
 
            
 
  By:   /s/ Promod Haque    
 
           
 
      Promod Haque, Managing Director    

 

EX-99 3 bpa28910_bpa12ex99.htm ADDITIONAL EXHIBITS Exhibit 99
Exhibit 99
FORM 3 JOINT FILER INFORMATION
     
Name of
“Reporting Persons”:
  Norwest Venture Partners IX, L.P. (“NVP IX”)
 
  NVP Entrepreneurs Fund IX, L.P. (“NEF IX”)
 
  Norwest Venture Partners VII-A, L.P. (“NVP VII-A”)
 
  Genesis VC Partners IX, LLC (“Genesis”)
 
  George Still, Jr.
 
    
Address of
“Reporting Persons”:
  525 University Avenue
 
  Suite 800
 
  Palo Alto, CA 94301
 
    
Designated Filer:
  Norwest Venture Partners IX, L.P.
 
    
Issuer and Ticker Symbol:
  Veraz Networks, Inc. — VRAZ
 
    
Date of Event:
  April 4, 2007
     Each of the following is a Joint Filer with Norwest and may be deemed to share indirect beneficial ownership in the securities set forth on the attached Form 3:
     Genesis is the general partner of NVP IX, NEF IX and NVP VII-A. Messrs. Haque and Still and the Managing Directors of Genesis. Mr. Haque is reporting on a separate form and is not part of this joint filing.
     All Reporting Persons disclaim beneficial ownership of shares of Norwest, except to the extent of their respective pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owner of all of the equity securities covered by this statement.
     Each of the Reporting Persons listed above has designated NVP IX as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder. Each Reporting Person has appointed Kurt Betcher, Eric C. Schlezinger, Albert J. Wood and James F. Fulton, Jr., or any of them individually, as its attorney in fact for the purpose of making reports relating to transaction in Veraz Networks, Inc. Common Stock.
         
Norwest Venture Partners VII-A, L.P.
  by Genesis VC Partners IX, LLC
 
        
By:
  /s/ Promod Haque    
 
       
Promod Haque, Managing Director
 
        
Norwest Venture Partners IX, L.P.
by Genesis VC Partners IX, LLC
 
        
By:
  /s/ Promod Haque    
 
       
Promod Haque, Managing Director
 
        
NVP Entrepreneurs Fund IX, L.P.
by Genesis VC Partners IX, LLC
 
        
By:
  /s/ Promod Haque    
 
       
Promod Haque, Managing Director
 
        
Genesis VC Partners IX, LLC
 
        
By:
  /s/ Promod Haque    
 
       
Promod Haque, Managing Director
 
        
/s/ George Still, Jr.
     
George Still, Jr.
 
        

 

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