-----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, RrmeEebuJ4rE48ZbkO9e5JW52YU/nrIrchxznUMdCVa/SiSrzfRwOsbj4x3l5Cme ptYv/FGyl9Fq12F1ELX9TA== 0000950172-98-000447.txt : 19980508 0000950172-98-000447.hdr.sgml : 19980508 ACCESSION NUMBER: 0000950172-98-000447 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980507 SROS: NONE GROUP MEMBERS: MFS COMMUNICATIONS COMPANY, INC. GROUP MEMBERS: WORLDCOM INC /GA/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABLE TELCOM HOLDING CORP CENTRAL INDEX KEY: 0000826411 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 650013218 STATE OF INCORPORATION: FL FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44707 FILM NUMBER: 98612436 BUSINESS ADDRESS: STREET 1: 1601 FORUM PL STREET 2: STE 1110 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 5616880400 MAIL ADDRESS: STREET 1: 1601 FORUM PLACE STREET 2: STE 305 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 FORMER COMPANY: FORMER CONFORMED NAME: DELTA VENTURE FUND INC DATE OF NAME CHANGE: 19890312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC /GA/ CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL CORP /GA/ DATE OF NAME CHANGE: 19890523 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) Able Telcom Holding Corp. - ---------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - ---------------------------------------------------------------------------- (Title of Class and Securities) 003712304 - ---------------------------------------------------------------------------- (CUSIP Number) Charles T. Cannada Senior Vice-President--Corporate Development WorldCom, Inc. 515 East Amite Street Jackson, Mississippi 39201-2702 (601) 360-8600 - ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 27, 1998 - ---------------------------------------------------------------------------- (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 Statement because of Rule 13d-1(b)(3) or (4), check the following: |_| 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. (Continued on following pages) CUSIP No. 003712304 13D - ---------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. WorldCom, Inc. 58-1521612 - ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| - ---------------------------------------------------------------------------- 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 Georgia - ---------------------------------------------------------------------------- 7. SOLE VOTING POWER NONE NUMBER OF ---------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 1,817,941 OWNED BY ---------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING NONE PERSON ---------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 1,817,941 - ---------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,817,941 - ---------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.26% - ---------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------- CUSIP No. 003712304 13D - ---------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. MFS Communications Company, Inc. - ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b)|X| - ---------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF NONE SHARES ---------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,817,941 EACH ---------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON NONE WITH ---------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,817,941 - ---------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,817,941 - ---------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.26% - ---------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------- Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $.001 per share (the "Common Stock"), of Able Telcom Holding Corp., a Florida corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1601 Forum Place, Suite 1110, West Palm Beach, Florida 33401. Item 2. Identity and Background. (a) - (c) and (f). This statement is being filed by WorldCom, Inc. ("WorldCom") and MFS Communications Company, Inc. ("MFS" and together with WorldCom, the "Reporting Persons"). WorldCom is organized as a corporation under the laws of the State of Georgia, and its principal business address is 515 East Amite Street, Jackson, Mississippi 39201-2702. WorldCom provides telecommunications services to business, government, telecommunication companies and consumer customers, through its networks of fiber optic cables, digital microwave, and fixed and transportable satellite earth stations. MFS is organized as a corporation under the laws of the State of Delaware, and its business address is 515 East Amite Street, Jackson, Mississippi, 39201-2702. MFS is a wholly owned subsidiary of WorldCom. For certain information related to certain executive officers and directors of WorldCom and designees of MCI Communications Corporation to WorldCom's Board of Directors, see Annex A attached hereto and incorporated herein by reference. To the best of WorldCom's knowledge, the executive officers and directors and designees listed in Annex A do not beneficially own any shares of the Common Stock. In the event that WorldCom becomes aware that any such individuals are holders of the Common Stock, an amendment will be filed. (d) and (e). During the last five years, neither WorldCom nor MFS and, to the best knowledge of WorldCom and MFS, none of the executive officers or directors of WorldCom or MFS has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. Item 3. Source and Amount of Funds or Other Consideration. As more fully described in Item 4 below, pursuant to Section 17 of the Merger Agreement (as defined below), MFS was granted an option to purchase 2,000,000 newly issued shares of the Common Stock at a price of $7.00 per share (the "Option"), subject to the limitation that MFS shall exercise the Option on a "cashless" basis rather than for cash to the extent necessary to ensure that the actual number of shares of Common Stock issued to it will not exceed 1,817,941. Assuming that the Option were to be exercised solely for cash to the maximum extent permitted, an aggregate of approximately $12,725,587 would be needed. Any such funds are expected to come from the working capital of WorldCom, which could include borrowings under one or more of its working capital facilities. Item 4. Purpose of Transaction. On April 27, 1998, an Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, its subsidiary MFS Acquisition Corp. ("Buyer"), MFS and its subsidiary MFS Network Technologies, Inc. ("MFS Network") became effective upon delivery to MFS of the required deposit thereunder. Pursuant to the Merger Agreement and subject to terms and conditions set forth therein, MFS Network will merge with and into Buyer (the "Merger") with Buyer continuing as a surviving corporation. Pursuant to Section 17 of the Merger Agreement, the Issuer granted MFS the Option. The Option may be exercised by MFS in whole or in part and from time to time by delivery of a notice to the Issuer during the six month period commencing with the earlier to occur (i) the Merger or (ii) termination of the Merger Agreement. The Merger Agreement may be terminated by mutual agreement of the parties or by either party if the Merger does not occur on or prior to May 31, 1998, unless the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall not have expired or been terminated on or prior to such date, in which event, if the Merger does not occur on or prior to June 30, 1998; provided, that the Issuer shall have the option to extend the closing period until on or prior to July 31, 1998 if it shall have timely made an additional deposit and certain other payments contemplated under the Merger Agreement. MFS may exercise some or all of the Option for a cash exercise price of $7.00 per share (subject to adjustment for stock splits or combinations and similar events) and may exercise some or all of the Option on a "cashless" basis pursuant to which MFS receives shares of Common Stock with a "market value" equal to the aggregate "spread" for the shares as to which the Option is being exercised; provided, that MFS shall exercise the Option on a "cashless" basis rather than for cash to the extent necessary to ensure that the actual number of shares of Common Stock issued to it shall not exceed 1,817,941, which is the maximum number of shares of Common Stock that the Issuer has represented may be issued by the Issuer to MFS without obtaining shareholder approval under NASDAQ's shareholder approval policy. Section 17 of the Merger Agreement also provides that the Issuer will promptly after the date thereof file with the Securities and Exchange Commission (the " Commission") a registration statement to register on a "shelf" basis the resale by MFS of any shares of Common Stock purchased by it pursuant to the Option until they could be sold by MFS on an unrestricted basis under Rule 144 without regard to volume limitations (the "Registration Term") and will use its best efforts to have such registration statement declared effective as promptly as possible and to maintain the effectiveness of such registration statement throughout the Registration Term . In the event that MFS exercises the Option in whole or in part and whether for cash or on a "cashless" exercise basis, it will be entitled to designate Frederick W. Weidinger or another representative of MFS reasonably acceptable to the Issuer to serve on the Issuer's Board of Directors for so long as MFS retains shares of Common Stock purchased pursuant to the Option aggregating at least 5% of Common Stock then outstanding. Section 17 of the Merger Agreement is attached hereto as Exhibit I and is incorporated by reference herein. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to such exhibit. Except as otherwise set forth in this Item 4, neither WorldCom nor MFS has any present plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Issuer; (v) any material change in the present capitalization or dividend policy of the Issuer or any other material change in the Issuer's business or corporate structure; (vi) any other material change in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing the Common Stock to cease to be authorized to be quoted or the National Market System of the National Association of Securities Dealers Automated Quotation System; (viii) the Common Stock becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities Exchange Act of 1934, as amended; or (ix) any action similar to any of those actions set forth in this Paragraph involving the Issuer or the Common Stock. The Reporting Persons reserve the right to acquire or dispose of Common Stock or to formulate other purposes, plans or proposals regarding the Common Stock held by the Reporting Persons to the extent permitted under the securities laws and deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. (a) and (b) The Reporting Persons may be deemed to beneficially own 1,817,941 shares of Common Stock, representing approximately 16.26% of the outstanding shares of Common Stock of the Issuer set forth below (on the basis of 11,182,765 shares of Common Stock of the Issuer issued and outstanding as reported in the Issuer's Form 10-Q, filed with the Commission on March 23, 1998, including for this purpose 1,817,941 shares issuable pursuant to the Option). When and if MFS exercises the Option, MFS and WorldCom will share the voting and investment power with respect thereto. (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions in the Common Stock by WorldCom or MFS during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Items 2, 3, 4, and 5 above. MFS has entered into the Merger Agreement, Section 17 of which has been filed as Exhibit I to this Schedule 13D and is hereby incorporated by reference. Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit I - Section 17 of the Agreement and Plan of Merger, dated as of April 26, 1998, among MFS Acquisition Corp., Able Telcom Holding Corp., MFS Network Technologies, Inc. and MFS Communications Company, Inc. The undersigned hereby agree that this statement is filed on behalf of each of the Reporting Persons. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: May 7, 1998 WORLDCOM, INC. By: /s/ Charles T. Cannada -------------------------------- Name: Charles T. Cannada Title: Senior Vice President MFS COMMUNICATIONS COMPANY, INC. By: /s/ Charles T. Cannada -------------------------------- Name: Charles T. Cannada Title: Director ANNEX A I. WorldCom, Inc. Listed below are the names, business addresses, positions held with the Company and principal occupations of the current directors and executive officers of WorldCom, Inc. and of the individuals who have been designated by the Board of Directors of MCI Communications Corporation ("MCI") to become directors of WorldCom, Inc. in the event that WorldCom's contemplated merger with MCI is completed. Each of the persons listed below is a United States citizen. Current Directors and Executive Officers of WorldCom, Inc.
Position with Name Address Company Principal Occupation ---- ------- ------------- -------------------- James C. Allen 515 East Amite Street Director Director, Metronet Jackson, Mississippi 39201- Communications Corp. 2702 and Verio Inc. Carl J. Aycock Master Corporation Director Self-employed as a 123 South Railroad Avenue, financial administrator Brookhaven, Massachusetts 39601 Max E. Bobbitt Metromedia China Corporation Director President and Chief 110 E. 42nd Street Executive Officer of Suite 1501 Metromedia China New York, New York 10017 Corporation Stephen M. Case America Online, Inc. Director Chairman of the Board 22000 AOL Way, of Directors and Chief Dulles, Virginia 20166-9323 Executive Officer of America Online, Inc. Bernard J. Ebbers 515 East Amite Street Director, President and Chief Jackson, Mississippi 39201- President and Executive Officer of 2702 Chief Executive WorldCom, Inc. Officer Francesco Galesi The Galesi Group Director Chairman and Chief 435 East 52nd Street Executive Officer, New York, New York 10022 The Galesi Group Stiles A. Kellett, Jr. Kellett Investment Corp. Director Chairman, Kellett 200 Galleria Parkway, Investment Corp. Suite 1800 Atlanta, Georgia 30339 John A. Porter Integra Funding Director Chairman of the Board 295 Bay Street, Suite 2 of Directors and Chief Easton, Maryland 21601 Executive Officer, Industrial Electric Manufacturing, Inc. John W. Sidgmore UUNET Technologies, Inc. Director, Vice Vice Chairman of the 3060 Williams Drive Chairman of the Board and Chief Fairfax, Virginia 22031 Board and Chief Operations Officer, Operations WorldCom, Inc. Officer Scott D. Sullivan 515 East Amite Street Director, Chief Chief Financial Jackson, Mississippi 39201- Financial Officer and 2702 Officer and Secretary, Secretary WorldCom, Inc. Lawrence C. Tucker Brown Brothers Harriman & Co. Director General Partner, Brown 59 Wall Street Brothers Harriman & Co. New York, New York 10005
Designees of the MCI Board of Directors
Position with Name Address Company Principal Occupation ---- ------- ------------- -------------------- Clifford L. Alexander, Alexander & Associates Director President of Alexander Jr. 400 C Street, N.E. & Associates Washington, D.C. 20002 Judith Areen Georgetown University Law Director Executive Vice President Center for Law Center Affairs 600 New Jersey Ave., N.W. and Dean of the Law Washington, D.C. 20001 Center, Georgetown University Gordon S. Macklin White River Corporation Director Chairman, White River Two Gannett Drive Corporation Suite 200 White Plains, NY 10604 Timothy F. Price MCI Communications Director President and Chief Corporation Operating Officer of 1801 Pennsylvania Ave., N. W. MCI Communications Washington, D.C.20006 Corporation Bert C. Roberts, Jr. MCI Communications Director Chairman of the Board Corporation of MCI Communications 1801 Pennsylvania Ave., N. W. Corporation Washington, D.C.20006 Gerald H. Taylor MCI Communications Director Chief Executive Officer Corporation of MCI Communications 1801 Pennsylvania Ave., N. W. Corporation Washington, D.C.20006
II. MFS Communications Company, Inc. The only directors and executive officers of MFS Communications Company, Inc. are the following employees of WorldCom, Inc: (i) Mr. Ebbers, whose required information is set forth above and who is a director and President and Chief Executive Officer of MFS Communications Company, Inc.; (ii) Mr. Sullivan, whose required information is set forth above and who is Secretary, Treasurer and CEO of MFS Communications Company, Inc.; (iii) Mr. Sidgmore, whose required information is set forth above and who is a director and Chief Operating Officer of MFS Communications Company, Inc.; (iv) Charles T. Cannada, whose address is 515 East Amite Street, Jackson, Mississippi 39201-2702, whose position with WorldCom, Inc. is Senior Vice-President--Corporate Development and who is a director of MFS Communications Company, Inc. EXHIBIT INDEX Item 7. Material to be Filed as Exhibits Exhibit I - Section 17 of the Agreement and Plan of Merger, dated as of April 26, 1998, among MFS Acquisition Corp., Able Telcom Holding Corp., MFS Network Technologies, Inc. and MFS Communications Company, Inc. EX-99 2 EXHIBIT I - SECTION 17 OF THE AGREEMENT EXHIBIT I Set forth below is the text of Section 17 of the Agreement and Plan of Merger, dated as of April 26, 1998, among MFS Acquisition Corp., Able Telcom Holding Corp., MFS Network Technologies, Inc. and MFS Communications Company, Inc. References therein to "MFS" are to MFS Communications Company, Inc. and to "Parent' are to Able Telcom Holding Corp. 17. PARENT STOCK OPTION. A. GRANT AND EXERCISE PRICE. Parent hereby grants to MFS an option (the "Option") to purchase 2,000,000 newly issued shares of Parent's common stock (the "Parent Common Stock"). The Option may be exercised by MFS in whole or in part and from time to time by delivery of a notice to Parent complying with Section 18d during the period commencing with the earlier to occur of the Merger or the termination of this Agreement pursuant to Section 11 and continuing through 5:00 PM, Eastern time, on the date six months following the first day of such period. The Option may not be transferred other than to an affiliate of MFS without Parent's written consent. B. METHOD OF EXERCISE. At its election, MFS may exercise some or all of the Option for a cash exercise price of $7.00 per share (subject to adjustment for stock splits or combinations and similar events) and may exercise some or all of the Option on a "cashless" basis pursuant to which MFS receives shares of Parent Common Stock with a "market value" equal to the aggregate "spread" for the shares as to which the Option is being exercised; provided, that MFS shall exercise the Option on a "cashless" basis rather than for cash to the extent necessary to ensure that the actual number of shares of Parent Common Stock issued to it shall not exceed 1,817,941, which is the maximum number of shares of Parent Common Stock that Parent represents and warrants may be issued by it to MFS without obtaining shareholder approval under NASDAQ's shareholder approval policy. For such purposes, the "market value" per share will equal the average of the closing "bid" and "asked" prices for Parent's common stock as reported by NASDAQ over the ten trading day period preceding the date of exercise and the "spread" per share will equal the excess, if any, of the "market value" over $7.00 (subject to adjustment for stock splits or combinations and similar events). C. REGISTRATION. Parent will promptly after the date of this Agreement file with the Securities and Exchange Commission a registration statement to register on a "shelf" basis the resale by MFS of any shares of Parent Common Stock purchased by it pursuant to the Option until they could be sold by MFS on an unrestricted basis under Rule 144 without regard to volume limitations (the "Registration Term"). Parent will use its best efforts to have such registration statement declared effective by the SEC as promptly as possible and to maintain the effectiveness of such registration statement throughout the Registration Term. D. BOARD REPRESENTATION. In the event that MFS exercises the Option in whole or in part and whether for cash or on a "cashless" exercise basis, it shall be entitled to designate Frederick W. Weidinger or, if he shall be unable to serve, another individual reasonably acceptable to Parent as a representative of MFS to serve on Parent's Board of Directors for so long as MFS retains shares of Parent Common Stock purchased pursuant to the Option aggregating at least 5% of Parent's then-outstanding shares of Parent Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----