-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YxJE9hmKwin9y2uP4mAz9JAWQ4IvEQcluZGCBnNss3zByUFt4CbBOTuT0uBk9cmI /MSvpPb8XBBw+QBZWH4wqg== 0000891618-95-000519.txt : 19950907 0000891618-95-000519.hdr.sgml : 19950907 ACCESSION NUMBER: 0000891618-95-000519 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950822 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950906 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGEN CORP /DE CENTRAL INDEX KEY: 0000021686 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 942300486 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10640 FILM NUMBER: 95570585 BUSINESS ADDRESS: STREET 1: 2500 FABER PL CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4158560200 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 1995 COLLAGEN CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-10640 94-2300486 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2500 Faber Place, Palo Alto, CA 94303 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 856-0200 ---------------------------- N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 2. Acquisition or Disposition of Assets. On August 22, 1995, Collagen Corporation (the "Registrant") entered into a Stock Purchase Agreement (the "Agreement") with certain of the stockholders of LipoMatrix, Incorporated ("LipoMatrix"), pursuant to which the Registrant will acquire from such stockholders, subject to certain terms and conditions, approximately 50% of the outstanding securities of LipoMatrix on a fully diluted basis. This purchase will increase the Registrant's ownership in LipoMatrix from approximately 40% to approximately 90% of the outstanding securities on a fully diluted basis. The Registrant will pay an aggregate purchase price of approximately $18 million in cash to the selling LipoMatrix stockholders at the closing of the transaction in January 1996. The Registrant intends to finance this purchase price by selling additional shares from its holdings of Target Therapeutics, Inc. capital stock and/or by borrowing funds, as needed, under its existing or other credit facility. LipoMatrix manufactures the Trilucent(TM) Breast Implant ("Trilucent Implant"), the world's first commercially available vegetable triglyceride-filled mammary implant. As an adjunct to this product, LipoMatrix has also developed the Vigilance(TM) Implant Identification System, a transponder-based product that is a tiny microchip embedded in the Trilucent Implant as an aid to global registration, tracking, adverse event reporting and post-market surveillance. The Registrant currently holds the marketing rights for Trilucent Implant in most of continental Europe, Australia, Canada, New Zealand and the United States. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Acquired Business. As it is impracticable to provide the required financial statements with respect to the business acquired at the time that this report is filed, such financial statements will be filed as soon as they become available and in any event not later than November 6, 1995. (b) Pro Forma Financial Statements. As it is impracticable to provide the required pro forma financial statements with respect to the business acquired at the time that this report is filed, such financial statements will be filed as soon as they become available and in any event not later than November 6, 1995. (c) Exhibits. 2.1 Stock Purchase Agreement dated August 22, 1995 between the Registrant and certain stockholders of LipoMatrix, Incorporated. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COLLAGEN CORPORATION (Registrant) Dated: September 6, 1995 By: /s/ David Foster -------------------------------------------- David Foster Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -3- 4 INDEX TO EXHIBITS (c) Exhibits. 2.1 Stock Purchase Agreement dated August 22, 1995 between the Registrant and certain stockholders of LipoMatrix, Incorporated. EX-2.1 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of August 22, 1995, between Collagen Corporation, a Delaware corporation ("Collagen"), LipoMatrix, Incorporated, a British Virgin Islands corporation ("LipoMatrix"), each of the investors in LipoMatrix listed on Exhibit A hereto who has executed a signature page in counterpart hereto (each such investor being referred to as a "Seller"), and directors B.J. Cassin, John Steuart and Petri Vainio. WHEREAS, LipoMatrix has heretofore issued Common Stock, Series A Preferred Stock, Series B Preferred Stock, Warrants to purchase Common Stock ("Warrants") and Convertible Subordinated Promissory Notes, options to purchase Common Stock ("Stock Options") and rights (collectively referred to as "Securities") to the Sellers in the amounts set forth on Exhibit A; and WHEREAS, Collagen has offered to purchase the Securities of all Sellers at a price of $2.10 per share of Common Stock (or in the case of Securities other than Common Stock, per share of Common Stock into which such Securities are convertible); and WHEREAS, by execution hereof each Seller accepts the Collagen offer to purchase all of the Securities owned by each Seller, and by this Agreement Collagen and Seller intend to set forth the terms of the purchase and sale of its Securities; NOW, THEREFORE, the parties hereto agree as follows: 1. Purchase and Sale of Stock. Each Seller hereby agrees to sell to Collagen, and Collagen hereby agrees to purchase from each Seller, all of the Securities shown on Exhibit A as owned by such Seller at a price of $2.10 in cash per share of Common Stock (or in the case of Securities other than Common Stock, per share of Common Stock into which such Securities are convertible), net of the exercise price in the case of the Warrants or Stock Options, subject to adjustment in accordance with Section 7(a) below. 2. Closing. The closing of the sale and purchase shall take place on Wednesday, January 3, 1996 at 10:00 a.m. at the offices of the Venture Law Group, 2800 Sand Hill Road, Menlo Park, California 94025 (the "Closing"). At the Closing, each Seller shall deliver to Collagen the certificates evidencing the Securities owned by such Seller together with a duly executed stock power transferring the Securities represented by such certificates to Collagen, and Collagen shall deliver to each such Seller a check for the purchase price thereof calculated as set forth in Section 1 above. 3. Irrevocable Proxy. Each Seller hereby grants Collagen an irrevocable proxy, which shall be deemed coupled with an interest, to vote all of the Securities or voting securities issuable upon conversion or exercise of such Securities owned or subject to acquisition by such Seller set forth on Exhibit A, which have voting rights for any purpose whatsoever, to vote such securities in any manner and on any matter that Collagen so desires. 2 4. Representations of Collagen. Collagen represents and warrants to each Seller that: (a) Information Concerning Company. Collagen is familiar with the business operations and financial condition of LipoMatrix, has received or has been given reasonable access to all such information as Collagen has deemed necessary and appropriate to enable Collagen to evaluate the purchase of the Securities, and has made its decision to purchase the Securities independent of any information provided by the Sellers. (b) Investment Intent. Collagen is purchasing the Securities for investment for Collagen's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). (c) Authorization. Collagen has obtained all necessary corporate authorization, and will use its best efforts to obtain all necessary other authorization, to purchase the Securities. 5. Representations of Sellers. Each Seller represents for himself, herself or itself that: (a) Such Seller owns the Securities shown on Exhibit A, which are owned by such Seller free and clear of any encumbrance or adverse claim, and such Securities constitute the only securities or rights to acquire securities of LipoMatrix held by such Seller. (b) Such Seller has the full right power and authority to sell and transfer the Securities owned by such Seller to Collagen. (c) Except in the case of Sellers who are full-time employees of LipoMatrix, such Seller has no other claim for any securities of LipoMatrix, except as set forth on Exhibit A, nor any claim for any payments from Collagen or LipoMatrix except as set forth herein. (d) Each Seller agrees that it will not sell, transfer or otherwise encumber any of the Securities or securities issued or issuable upon conversion or exercise thereof other than pursuant to this Agreement. Other than as aforesaid, Sellers make no representation or warranty of any kind or nature. 6. Conditions. The obligation of Collagen to purchase the Securities is subject to the following express conditions: (a) Consummation of such purchase from all Sellers and assuming conversion of all convertible Securities owned or to be acquired by Collagen (including all convertible Securities owned or so purchased), Collagen would possess at least 80% of the total voting power of the stock of LipoMatrix within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended; provided, however, that all securities issued by LipoMatrix after the directors have resigned pursuant to Section 8 below and their successors, as approved by -2- 3 Collagen have been duly appointed, other than securities issued upon exercise or conversion of currently outstanding securities, shall be excluded from the foregoing calculation. (b) The waiting period, if any, required under the Hart Scott Rodino Antitrust Improvements Act of 1976 shall have expired or been earlier terminated, if the requirements of such Act are applicable. Collagen and LipoMatrix agree to make all filings and other disclosures required under such Act and to provide any information requested in connection therewith, if compliance with such Act is necessary for the consummation of the transactions contemplated by this agreement. (c) Any qualification or permit under the California Securities Law of 1968, as amended, or the securities laws of any other jurisdiction, or under the laws of the British Virgin Islands necessary to consummate the purchase and sale of Securities contemplated herein shall have been obtained. Collagen shall use its best efforts to obtain such qualification or permit, and each Seller agrees to cooperate with Collagen to the extent necessary to obtain any such qualification or permit. Other than the foregoing conditions, or breach by the Sellers, the obligations of Collagen to purchase the Securities and otherwise as set forth herein are absolute and unconditional. 7. Each party shall bear its own expenses in connection with the transaction contemplated hereby, provided that: (a) LipoMatrix will pay the fees and expenses of Robertson, Stephens & Co. for financial advisory services to the Special Committee of the Board of Directors up to a maximum of all such fees and expenses of $100,000; provided that any such fees and expenses in excess of such amount shall be paid by LipoMatrix and a corresponding reduction in the purchase price per share of Common Stock payable by Collagen, as currently set forth in Section 1 above, shall be made to offset such aggregate excess payment. (b) LipoMatrix will pay the reasonable fees and expenses of Brobeck, Phleger & Harrison as counsel to the Special Committee of the Board of Directors and in connection with the preparation and consummation of this Agreement, not to exceed $25,000. 8. Resignation of Directors; Certain Options and Shares. B.J. Cassin, John Steuart and Petri Vainio shall resign as directors of LipoMatrix promptly following execution and delivery of this Agreement. Each director agrees that all Stock Options held by him shall be cancelled as of the date hereof. Upon the Closing, Collagen shall pay to each of the directors, in cancellation of all of their respective Stock Options which are held by them and have vested as of the date hereof, an amount equal to the excess of $2.10 per share (subject to adjustment in accordance with Section 7(a) herein) over the exercise price thereof. The number of Stock Options in which each director has vested as of the date hereof is as follows: B.J. Cassin: 20,000; John Steuart: 40,000 and Petri Vainio: 20,000. In addition, the obligations of LipoMatrix to issue 70,000 shares to Alafi Capital Company in consideration of services in connection with the transponder project pursuant to a Consulting Agreement dated September 1,1994 shall be cancelled, and in -3- 4 lieu thereof Collagen shall pay to Alafi Capital Company at the Closing the sum of $2.10 per share issuable pursuant to such Agreement, as adjusted pursuant to Section 7(a) above. Each of Alafi Capital Company and each of the aforesaid directors agrees that he or it has no other agreement with the Company nor any other right to acquire any securities of the Company; and in furtherance of the foregoing, Alafi Capital Company agrees that the Consulting Agreement with LipoMatrix dated September 1, 1994 and all rights thereunder shall be terminated as of the date hereof. 9. General Provisions. (a) Governing Law. This Agreement shall be governed by the laws of the State of California. (b) Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the sale and purchase of the Securities and may only be modified or amended in a writing signed by the parties affected. (c) Specific Performance. The parties hereto acknowledge that damages at law would be an inadequate remedy for any breach hereof, and agree that upon any such breach the non-breaching party shall be entitled to obtain equitable relief, including specific performance, from any court of appropriate jurisdiction. (d) Termination of Purchase Option. Each Director and each Seller agree that all rights which such Director or Seller have under Section 6 (Purchase Option) of the License, Supply and Option Agreement made as of March 24, 1995 between Collagen and LipoMatrix and Collagen and LipoMatrix hereby agree that such section is terminated as of the date of this Agreement and of no further force or effect, and the Stockholder Option Agreement entered into by any such Director or Seller on January 19, 1993 are hereby terminated. (e) Withholding. Payments to each Seller or Director under this Agreement shall be net of any applicable withholding taxes imposed by any taxing authority, unless the Seller provides documentation or other evidence establishing an exemption from such withholding. (f) Counterparts. This Agreement may be executed in counterparts with each Seller executing a separate counterpart, and all such counterparts shall constitute one and the same instrument. (g) Venture Law Group. EACH PARTY TO THIS AGREEMENT THAT HAS BEEN OR CONTINUES TO BE REPRESENTED BY VENTURE LAW GROUP ("VLG') HEREBY ACKNOWLEDGES THAT RULE 3-310 OF THE RULES OF PROFESSIONAL CONDUCT PROMULGATED BY THE STATE BAR OF CALIFORNIA REQUIRES AN ATTORNEY TO AVOID REPRESENTATIONS IN WHICH THE ATTORNEY HAS OR HAD A RELATIONSHIP WITH ANOTHER PARTY INTERESTED IN THE REPRESENTATION WITHOUT THE INFORMED WRITTEN CONSENT OF ALL PARTIES AFFECTED. BY EXECUTING THIS AGREEMENT, EACH SUCH PARTY GIVES HIS OR ITS INFORMED WRITTEN CONSENT TO THE REPRESENTATION OF -4- 5 COLLAGEN CORPORATION BY VLG IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES ALSO ACKNOWLEDGE THAT CRAIG W. JOHNSON, A MEMBER OF VLG, IS A MEMBER OF THE BOARD OF DIRECTORS AND SECRETARY OF COLLAGEN CORPORATION. -5- 6 IN WITNESS WHEREOF, Collagen and the Sellers have executed this Agreement as of the date and year first above written. COLLAGEN CORPORATION a Delaware corporation By -------------------------- Gary S. Petersmeyer President [SEAL] Attest: - ------------------------------- Craig W. Johnson, Secretary -6- 7 LIPOMATRIX, INCORPORATED, a British Virgin Islands corporation By -------------------------------- Terry Knapp President [SEAL] Attest: - --------------------- Secretary Directors: ---------------------------------- John Steuart ---------------------------------- B.J. Cassin ---------------------------------- Petri Vainio -7- 8 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. A/W COMPANY By: ------------------------ Title: --------------------- -8- 9 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. A/W COMPANY By: ------------------------ Title: --------------------- -9- 10 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ALAFI CAPITAL COMPANY By: ------------------------ Title: --------------------- -10- 11 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ALTA BERKELEY ASSOCIATES By: ------------------------ Title: --------------------- -11- 12 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ALTA-BERKELEY III, C.V. By: ------------------------ Title: --------------------- -12- 13 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. -------------------------- B.J. Cassin -13- 14 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ----------------------------- B.J. Cassin, Conservator for Robert Cassin -14- 15 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. --------------------------- Brian Clevinger -15- 16 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. -------------------------- Pierre Comte -16- 17 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ---------------------------- Brevator J. Creech -17- 18 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. -------------------------- Gerald C. Down -18- 19 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. --------------------------- Larry G. Gerdes -19- 20 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. THE WALLACE R. HAWLEY AND ALEXANDRA HAWLEY REVOCABLE TRUST U/A/D/ 07/30/92 By: ----------------------- Title: -------------------- -20- 21 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. JEFFREY AND JUDY HENLEY TRUST I DATED 10-23-89 ------------------------------- Jeffrey O. Henley, Trustee ------------------------------- Judy Henley, Trustee -21- 22 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. -------------------------- Paul K. Joas -22- 23 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. RICHARD P. JOBE, TRUSTEE, RICHARD P. JOBE M.D., INC. PROFIT SHARING PLAN AND TRUST By: ------------------------------ Title: --------------------------- -23- 24 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. JOBE FAMILY LIVING TRUST DATED 10/30/90 --------------------------------- Andrea Jobe, Trustee --------------------------------- Richard P. Jobe, Trustee -24- 25 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------- Craig W. Johnson -25- 26 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------ Roy Kirkorian -26- 27 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------------- Eugene Kleiner and Rose Kleiner -27- 28 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ----------------------------------------- Donald L. Lucas, Successor Trustee Profit Sharing Trust dated 1-1-87 -28- 29 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. RICHARD M. LUCAS CANCER FOUNDATION By: ----------------------- Title: -------------------- -29- 30 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. OSTER FAMILY REVOCABLE TRUST DTD. 10-5-76, as amended ---------------------------- Robert J. Oster, Trustee ---------------------------- Marion E. Oster, Trustee -30- 31 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. PORTOLA VALLEY VENTURES By: ------------------------ Title: --------------------- -31- 32 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------- Noel P. Rahn -32- 33 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ST. FRANCIS GROWTH FUND By: -------------------- Title: ----------------- -33- 34 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. SAND HILL FINANCIAL COMPANY By: ------------------------ Title: --------------------- -34- 35 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. SIERRA VENTURES IV, L.P. By: --------------------- Title: ------------------ -35- 36 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. SIERRA VENTURES IV INTERNATIONAL, L.P. By: ---------------- Title: ------------- -36- 37 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. SILVERMAN FAMILY TRUST DTD 6-2-88 By: ----------------------- Title: -------------------- -37- 38 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------- John Steuart -38- 39 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------ Henry E. Stickney -39- 40 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. ------------------------ Petri Vainio -40- 41 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. VLG INVESTMENTS 1993 By: ----------------- Title: -------------- -41- 42 IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase Agreement as of the day and year first set forth above. WS INVESTMENT COMPANY 92A By: ---------------------- Title: ------------------- -42- 43 EXHIBIT A SCHEDULE OF SELLERS
- - A/W COMPANY Number As Converted Total ------ ------------ ----- Series A 2,020,409 2,020,409 2,020,409 --------- - - ALAFI CAPITAL COMPANY Number As Converted Total ------ ------------ ----- Series B (1) 180,000 180,000 Series B (2) 466,666 466,666 Warrants (2) 58,333 58,333 Series B (3) 332,188 332,188 Warrants (3) 41,524 41,524 Notes $177,906.25 118,604 1,197,315 ------- - - ALTA BERKELEY ASSOCIATES Number As Converted Total ------ ------------ ----- Series B(3) 800,000 800,000 Warrants(3) 100,000 100,000 900,000 ------- - - ALTA BERKELEY III, C.V. Number As Converted Total ------ ------------ ----- Notes $71,553.75 47,403 47,403 ------ - - B.J. CASSIN Number As Converted Total ------ ------------ ----- Series B (1) 280,000 280,000 Series B (2) 217,781 217,781 Warrants (2) 27,222 27,222 Series B (3) 99,803 99,803 Warrants (3) 12,476 12,476 Notes $53,450 35,633 Options 20,000 20,000 692,915 ------
44
- - B.J. CASSIN, CONSERVATOR FOR ROBERT CASSIN Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - BRIAN CLEVINGER Number As Converted Total ------ ------------ ----- Common 150,000 150,000 150,000 ------- - - PIERRE COMTE Number As Converted Total ------ ------------ ----- Notes $100,000 66,667 66,667 ------ - - BREVATOR J. CREECH Number As Converted Total ------ ------------ ----- Series B (1) 20,000 20,000 Series B (2) 10,000 10,000 Warrants (2) 1,250 1,250 Series B (3) 20,000 20,000 Warrants (3) 2,500 2,500 53,750 ------ - - GERALD C. DOWN Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 -----
-2- 45
- - LARRY G. GERDES Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - THE TRUSTEES OF THE WALLACE B. HAWLEY AND ALEXANDRA HAWLEY REVOCABLE TRUST Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - JEFFREY 0. HENLEY & JUDY HENLEY, TRUSTEES OF HENLEY TRUST Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - PAUL K. JOAS Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - RICHARD P. JOBE, TRUSTEE, RICHARD P. JOBE M.D., INC. PROFIT SHARING PLAN AND TRUST Number As Converted Total ------ ------------ ----- Series B (1) 20,000 20,000 20,000 ------
-3- 46
- - ANDREA JOBE & RICHARD JOBE, TRUSTEE OF JOBE LIVING TRUST Number As Converted Total ------ ------------ ----- Series B (2) 10,000 10,000 Warrants (2) 1,250 1,250 Notes 10,000 10,000 21,250 ------ - CRAIG W. JOHNSON Number As Converted Total ------ ------------ ----- Common 1,275 1,275 Series A 10,204 10,204 11,479 ------ - ROY KIRKORIAN Number As Converted Total ------ ------------ ----- Series B(1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - EUGENE KLEINER AND ROSE KLEINER Number As Converted Total ------ ------------ ----- Series B (1) 40,000 40,000 40,000 ------ - - DONALD LUCAS, SUCCESSOR TRUSTEE PROFIT SHARING TRUST DATED 1-1-87 Number As Converted Total ------ ------------ ----- Series B (1) 50,000 50,000 Series B (2) 38,889 38,889 Warrants (2) 4,861 4,861 Series B (3) 17,822 17,822 Warrants (3) 2,229 2,229 Notes $9,541.25 6,361 120,162 ------
-4- 47
- - RICHARD M. LUCAS CANCER FOUNDATION Number As Converted Total ------ ------------ ----- Series B (1) 50,000 50,000 Series B (2) 38,889 38,889 Warrants (2) 4,861 4,861 Series B (3) 17,822 17,822 Warrants (3) 2,229 2,229 Notes $9,541.25 6,361 120,162 ------ - - ROBERT J. & MARION E. OSTER, TRUSTEE OSTER FAMILY REVOCABLE TRUST Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - PORTOLA VALLEY VENTURES Number As Converted Total ------ ------------ ----- Series B (1) 20,000 20,000 20,000 ------ - - NOEL P. RAHN Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - SAND HILL FINANCIAL COMPANY Number As Converted Total ------ ------------ ----- Series B (1) 120,000 120,000 Series B (2) 93,333 93,333 Warrants (2) 11,666 11,666 Series B (3) 42,772 42,772 Warrants (3) 5,347 5,347 Notes 906.25 15,271 288,389 ------
-5- 48
- - SIERRA VENTURES IV, LP Number As Converted Total ------ ------------ ----- Series B (1) 769,200 769,200 Series B (2) 448,700 448,700 Warrants (2) 56,087 56,087 Series B (3) 244,178 244,178 Warrants (3) 30,522 30,522 Notes $130,771.25 87,181 1,635,868 ------- - - SIERRA VENTURES IV INTERNATIONAL, L.P. Number As Converted Total ------ ------------ ----- Series B (1) 30,800 30,800 Series B (2) 17,967 17,967 Warrants (2) 2,246 2,246 Series B (3) 9,777 9,777 Warrants (3) 1,222 1,222 Notes $5,236.25 3,491 65,503 ------- - - ARNOLD N. SILVERMAN, TRUSTEE, SILVERMAN FAMILY TRUST Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ------- - - JOHN STEUART Number As Converted Total ------ ------------ ----- Common 100,000 100,000 Options 40,000 40,000 140,000 ------- - - ST. FRANCIS GROWTH FUND Number As Converted Total ------ ------------ ----- Series B (1) 12,000 12,000 Series B (2) 9,333 9,333 Warrants (2) 1,166 1,166 Series B (3) 4,277 4,277 Warrants (3) 535 535 Notes $2,291.25 1,528 28,839 -------
-6- 49
- - HENRY E. STICKNEY Number As Converted Total ------ ------------ ----- Series B (1) 8,000 8,000 Series B (2) 6,222 6,222 Warrants (2) 777 777 Series B (3) 2,851 2,851 Warrants (3) 356 356 Notes $1,527.50 1,018 19,224 ----- - - PETRI VAINIO Number As Converted Total ------ ------------ ----- Options 20,000 20,000 20,000 ------ - - VLG INVESTMENTS 1993 Number As Converted Total ------ ------------ ----- Series B (1) 20,000 20,000 20,000 ------ - - WS INVESTMENT COMPANY 92A Number As Converted Total ------ ------------ ----- Common 12,750 12,750 Series A 102,040 102,040 114,790 -------
(1) Denotes shares purchased January 19, 1993, February 26, 1993 or March 19, 1993. (2) Denotes shares and warrants purchased February 11, 1994. (3) Denotes shares and warrants purchased August 31, 1994. -7- -----END PRIVACY-ENHANCED MESSAGE-----