-----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, ABcvtm+cRJ1jzy+VYsJOkLieU2HGCaffSJUwmxtzlfgtn5xVxRUFqjwdWNvS8x40 aCPnfWF8TPwXAfKBunDwiA== 0000911420-02-000288.txt : 20021113 0000911420-02-000288.hdr.sgml : 20021113 20021113154611 ACCESSION NUMBER: 0000911420-02-000288 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTELLECT INC CENTRAL INDEX KEY: 0000758830 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 860486871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41290 FILM NUMBER: 02819979 BUSINESS ADDRESS: STREET 1: 16610 N. BLACK CANYON HIGHWAY STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85053 BUSINESS PHONE: 602-789-2800 MAIL ADDRESS: STREET 1: 16610 N. BLACK CANYON HIGHWAY STREET 2: SUITE 100 CITY: PHOENIX STATE: AZ ZIP: 85053 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYNNEFIELD PARTNERS SMALL CAP VALUE LP CENTRAL INDEX KEY: 0000899083 IRS NUMBER: 133688497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2127600814 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4720 CITY: NEW YORK STATE: NY ZIP: 10119 SC 13D/A 1 d851983.txt SCHEDULE 13D - AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 3)* SYNTELLECT INC. --------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (Title of Class of Securities) 87161-L-10-5 ------------ (CUSIP Number) WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. 450 SEVENTH AVENUE, SUITE 509 NEW YORK, NEW YORK 10123 (212) 760-0330 ATTENTION: MR. NELSON OBUS ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 5, 2002 ------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 11 Pages) - -------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 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). - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I.R.S. IDENTIFICATION N0S. OF ABOVE PERSONS (ENTITIES ONLY): 13-3688497 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (SEE ITEM 3) - -------------------------------------------------------------------------------- 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 38,000 (See Item 5) SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- (See Item 5) REPORTING ---------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 38,000 (See Item 5) ---------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,000 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% (SEE ITEM 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): NOT APPLICABLE - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (SEE ITEM 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 518,300 (See Item 5) SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- (See Item 5) REPORTING ---------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 518,300 (See Item 5) ---------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,300 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% (SEE ITEM 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 4 of 11 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-3953291 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC (SEE ITEM 3) - -------------------------------------------------------------------------------- 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 44,500 (See Item 5) SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- (See Item 5) REPORTING ---------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 44,500 (See Item 5) ---------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,500 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% (SEE ITEM 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 5 of 11 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WYNNEFIELD CAPITAL MANAGEMENT L.L.C. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-4018186 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF (SEE ITEM 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 82,500 (See Item 5) SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- (See Item 5) REPORTING ---------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 82,500 (See Item 5) ---------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,500 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% (SEE ITEM 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO (LIMITED LIABILITY COMPANY) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 6 of 11 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WYNNEFIELD CAPITAL, INC. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Not Applicable - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF (SEE ITEM 3) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 518,300 (See Item 5) SHARES ---------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH -0- (See Item 5) REPORTING ---------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 518,300 (See Item 5) ---------------------------------------- 10 SHARED DISPOSITIVE POWER -0- (See Item 5) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,300 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% (SEE ITEM 5) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 7 of 11 Pages - -------------------------------------------------------------------------------- This Amendment No. 3 (the "Amendment") amends the initial Statement of Beneficial Ownership on Schedule 13D, as heretofore amended by Amendment No. 1 and Amendment No. 2 thereto, filed with the Securities and Exchange Commission on September 7, 2001, April 26, 2002 and July 2, 2002, respectively (together, the "Schedule 13D"), by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I, Wynnefield Small Cap Offshore Fund, Ltd., Wynnefield Capital Management, LLC and Wynnefield Capital, Inc. (collectively, the "Wynnefield Group"), with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Syntellect Inc., a Delaware corporation with its principal executive offices located at 16610 North Black Canyon Road, Suite 100, Phoenix, Arizona 85053 (the "Company"). Unless specifically amended hereby, the disclosures set forth in the Schedule 13D shall remain unchanged. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The response to Item 3 is hereby amended and restated in its entirety as follows: As of the date of this Amendment, the Wynnefield Group beneficially owned in the aggregate 600,800 shares of Common Stock, constituting approximately 5.3% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 11,369,152 shares outstanding on August 14, 2002, as set forth in the Company's quarterly report on Form 10-Q filed with the Commission on August 14, 2002). The following table sets forth the source and amount of funds required to purchase the shares of Common Stock beneficially owned by the Reporting Persons: REPORTING PERSON AMOUNT SOURCE ---------------- ------ ------ WF Partners $118,639 Working Capital of WF Partners WF Partners-I $138,945 Working Capital of WF Partners-I WF Fund $394,863 Working Capital of WF Fund ----------------------------------------------------------------------- Total $652,447 ITEM 4. PURPOSE OF TRANSACTION. The response to Item 4 is hereby supplemented by adding the following: On November 5, 2002, the Wynnefield Group entered into a Tender and Voting Agreement with Enghouse Systems Limited, an Ontario corporation ("Enghouse"), the Company and certain other holders of the Company's Common Stock (the "Voting Agreement"), whereby the Wynnefield Group agreed, among other things, to tender to Enghouse all shares of Common Stock then held by the Wynnefield Group in accordance with the terms of a tender offer for all the outstanding shares of the Company's Common Stock at a cash price of no less than $.72 per share (the "Offer"), to be followed by a merger of a subsidiary of Enghouse with and into the Company, the terms of which are governed by a merger agreement (the "Merger"), and to vote all shares of Common Stock then held by the Wynnefield Group in favor of the transactions contemplated by the Merger. The Wynnefield Group also agreed to grant to Enghouse an irrevocable proxy with respect to the voting of the shares of Common Stock held by the Wynnefield Group for the matters covered by the Voting Agreement, including voting for the Merger, approving the transactions contemplated by the Merger and voting against any proposal or transaction that could reasonably be expected to impede the transactions contemplated by the Merger. The Voting Agreement may be terminated by any party at or after the close of business on December 1, 2002, provided that if the agreement governing the terms of the merger is executed prior to such time, the Voting Agreement will terminate upon the termination of the - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 8 of 11 Pages - -------------------------------------------------------------------------------- agreement governing the terms of the merger in accordance with its terms or the consummation of the Merger. The foregoing summary of certain terms of the Voting Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement. A copy of the Voting Agreement is filed hereto as Exhibit 99.3 to this Amendment and is hereby incorporated herein by reference in its entirety. ITEM 5. INTERESTS IN SECURITIES OF THE COMPANY. The response to Item 5 is hereby amended and restated in its entirety as follows: (A) - (C) As of November 11, 2002, the Wynnefield Group beneficially owned in the aggregate 600,800 shares of Common Stock, constituting approximately 5.3% of the outstanding shares of Common Stock. The following table sets forth certain information with respect to shares of Common Stock beneficially owned directly by the Wynnefield Group members listed: APPROXIMATE NUMBER OF PERCENTAGE OF NAME SHARES OUTSTANDING SHARES ---- ------ ------------------ WF Partners 38,000 0.3 % WF Partners-I 44,500 0.4 % WF Fund 518,300 4.6 % WF LLC is the sole general partner of WF Partners and WF Partners-I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that WF Partners and WF Partners-I beneficially own. WF LLC, as the sole general partner of WF Partners and WF Partners-I, has the sole power to direct the voting and disposition of the shares of Common Stock that WF Partners and WF Partners-I beneficially own. WF Capital is the sole investment manager of WF Fund and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that WF Fund beneficially owns. WF Capital, as the sole investment manager of WF Fund, has the sole power to direct the voting and disposition of the shares of Common Stock that WF Fund beneficially owns. Messrs. Obus and Landes are the co-managing members of WF LLC and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that WF LLC may be deemed to beneficially own. Each of Messrs. Obus and Landes, as a co-managing member of WF Capital, shares with the other the power to direct the voting and disposition of the shares of Common Stock that WF Capital may be deemed to beneficially own. To the best knowledge of the Wynnefield Group, except as described in this Amendment, none of the Wynnefield Group, any person in control (ultimately or otherwise) of the Wynnefield Group, any general partner, executive officer or director thereof, as applicable, beneficially owns any Common Stock, and there have been no transactions in shares of Common Stock effected during the past 60 days by the Wynnefield Group, any person in control of the Wynnefield Group (ultimately or otherwise), or any general partner, executive officer or director thereof, as applicable; provided, however, certain investment banking affiliates of the Wynnefield Group may beneficially own shares of Common Stock, including - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 9 of 11 Pages - -------------------------------------------------------------------------------- shares that may be held in discretionary or advisory accounts with the Wynnefield Group; and the Wynnefield Group, directly or in connection with such discretionary or advisory accounts, may acquire, hold, vote or dispose of Common Stock, including transactions that may have occurred in the past 60 days. Beneficial ownership of shares of Common Stock shown on the cover pages of and set forth elsewhere in this Amendment for each of the members of the Wynnefield Group assumes that they have not formed a group for purposes of Section 13(d)(3) under the Securities Exchange Act of 1934, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Group were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) 600,800 shares of Common Stock, constituting approximately 5.3% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 11,369,152 shares outstanding on August 14, 2002, as set forth in the Company's quarterly report on Form 10-Q filed with the Commission on August 14, 2002). The filing of the Schedule 13D, this Amendment and any future amendment by the Wynnefield Group, and the inclusion of information herein and therein with respect to Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. (d) No person, other than each of the members of the Wynnefield Group referred to as the direct beneficial owner of the shares of Common Stock set forth in this response to Item 5, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. The response to Item 6 is hereby amended and restated in its entirety, as follows: Each of the members of the Wynnefield Group is a party to a Joint Filing Agreement, dated as of September 4, 2001 (the "13D Joint Filing Agreement"), pursuant to which the parties agreed to jointly file the Schedule 13D and any and all amendments and supplements thereto with the Commission. The 13D Joint Filing Agreement was filed as Exhibit 1 to the Wynnefield Group's filing on the Schedule 13D and is incorporated in this response to Item 6 in its entirety. Except for the agreements described above, to the best knowledge of the Wynnefield Group, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Wynnefield Group, and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The response to Item 7 is hereby amended and supplemented to add the following exhibit: Exhibit 99.3 Tender and Voting Agreement, among the members of the Wynnefield Group, Enghouse Systems Limited and Syntellect, Inc., dated November 5, 2002. - -------------------------------------------------------------------------------- CUSIP No. 87161-L-10-5 13D/A Page 10 of 11 Pages - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: November 11, 2002 WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC, General Partner By: /s/ Nelson Obus ----------------------------------- Nelson Obus, Co-Managing Member WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC, General Partner By: /s/ Nelson Obus ----------------------------------- Nelson Obus, Co-Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By: /s/ Nelson Obus ----------------------------------- Nelson Obus, President WYNNEFIELD CAPITAL MANAGEMENT, L.L.C. By: /s/ Nelson Obus ----------------------------------- Nelson Obus, Co-Managing Member WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus ----------------------------------- Nelson Obus, President EXHIBIT INDEX Page No. Exhibit 99.3 Tender and Voting Agreement, among the members 12 of the Wynnefield Group, Enghouse Systems Limited and Syntellect, Inc., dated November 5, 2002. EX-99.3 3 e852047.txt TENDER AND VOTING AGREEMENT EXHIBIT 99.3 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT dated as of November 5, 2002 (this "Agreement"), among Enghouse Systems Limited, an Ontario corporation ("Parent"), Syntellect Inc., a Delaware corporation (the "Company"), and the persons listed on Schedule A hereto (each, a "Holder" and collectively, the "Holders"). WHEREAS, Parent, the Company and Arizona Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub") are discussing the execution of an agreement (the "Merger Agreement") providing for a tender offer for all of the outstanding shares of common stock, par value $.01 per share (the "Shares"), of the Company at a cash price of no less than $0.72 per Share (the "Offer"), to be followed by a merger of Sub with and into the Company (the "Merger") in which each outstanding Share (other than Shares held by Parent or any subsidiary or by holders properly exercising appraisal rights under Delaware law) would be converted into the right to receive the cash price paid in the Offer; WHEREAS, as a condition to Parent's willingness to enter into the Merger Agreement, Parent has requested that the Company and the Holders enter into this Agreement; WHEREAS, each Holder is the record and beneficial owner of the number of shares of Shares set forth opposite such Holder's name on Schedule A hereto, such Shares, as they may be adjusted by any stock dividend, .stock split, recapitalization, combination or exchange of shares, merger, consolidation, reorganization or other change or transaction of or by the Company, together with securities beneficial ownership of which may be acquired after the date hereof by such Holder, and including Shares issuable upon the exercise of options to purchase Shares (as the same may be adjusted as aforesaid), being also referred to herein as "Shares"; WHEREAS, each of the Holders desires Parent, Sub and the Company to enter into the Merger Agreement and to conduct the Offer; and NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: Section 1. Covenants of the Holders. Each Holder, severally and not jointly, agrees as follows: (a) Promptly (and not later than 15 business days after commencement of the Offer), such Holder will tender, in accordance with the terms of the Offer, all outstanding Shares beneficially owned by such Holder into the Offer and such Holder will not withdraw such Shares. If any Holder shall breach the foregoing sentence then, without limiting the remedies otherwise available to Parent, Parent shall have the option, exercisable by notice to such Holder, to purchase such Shares immediately following the closing of the Offer at the price per share paid in the Offer. (b) Such Holder shall not (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract (as defined below), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Shares to any person other than Parent or Parent's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Shares, or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby; (c) Such Holder shall not, and shall cause its affiliates and its and its affiliates' officers, directors, employees, investment bankers, financials advisors, attorneys, accountants, representatives and agents not to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to make any representation or warranty of such Holder untrue or to facilitate, any inquiries or the making of any proposal which constitutes, or may reasonably be expected to lead to, any Takeover Proposal, or (ii) participate in any discussions or negotiations regarding any Takeover Proposal. Without limiting the fore going, it is understood that any violation of the restrictions set forth in the preceding sentence by an investment banker, financial advisor, attorney, accountant or other representative or agent of any Holder shall be deemed to be a violation of this Section 1(c) by that Holder. If a Holder is a director of the Company, nothing in this Section 1(c) shall restrict actions of such Holder which actions are required by such Holder's fiduciary duties as a director of the Company. For purposes of this Agreement, the Company will not be deemed an affiliate of any Holder. (d) At any meeting of holders of securities of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Holder shall, including by initiating a written consent solicitation requested by Parent (at Parent's expense), vote (or cause to be voted) all of such Holder's Shares in favor of the Merger, the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger. At any meeting of Holders of the Company or at any adjournment thereof or in any other circumstances upon which the Holder's vote, consent or other approval is sought, such Holder shall vote (or cause to be voted) such Holder's Shares against (i) (other than the Merger Agreement and the Merger) any Takeover Proposal or any other, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or (ii) any amendment of the Company's Certificate of Incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could reasonably be expected to result in any condition to the obligations of the Company or of Parent to consummate the transactions contemplated by the Merger Agreement or could otherwise be reasonably be expected to in any manner impede, frustrate, prevent or nullify, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement including any consent to the treatment of any Shares in or in connection with such transaction (collectively, "Frustrating Transactions"). 2 Section 2. Grant of Irrevocable Proxy Coupled with an Interest; Appointment of Proxy. (a) Each Holder hereby irrevocably grants to, and appoints, any person who shall be designated by Parent, and each of them, such Holder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Holder, to vote and otherwise act with respect to all such Holder's Shares, and to grant any consents or approvals in respect of such Shares, at any meeting of Holders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (1) in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, and (ii) against any Takeover Proposal or Frustrating Transaction. (b) Each Holder represents that any proxies heretofore given in respect of such Holder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Each Holder hereby affirms that the proxy set forth in this Section 2 is coupled with an interest, is irrevocable until such time as this Agreement terminates in accordance with its terms and shall be binding on any person to whom such Holder transfers Shares in breach of this Agreement. Such Holder hereby further affirms that the irrevocable proxy is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Holder under this Agreement Such Holder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law (the "DGCL"). Each Holder hereby revokes each other power of attorney or proxy with respect to any of such Holder's Shares, and hereby agrees that any subsequent power of attorney or proxy with respect to any such Shares shall be void. All authority conferred under this Agreement by any Holder shall survive the death or dissolution of the Holder and shall be binding on the successors, assigns, personal representatives and heirs of such Holder. Section 3. Representations and Warranties of the Holders. Each Holder hereby, severally and not jointly, represents and warrants to Parent as follows: (a) Authority. Such Holder has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If such Holder is not an individual, it is duly formed validly existing and in good standing in the jurisdiction of its formation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by such Holder. This Agreement has been duly executed and delivered by such Holder and, assuming this Agreement constitutes a valid and binding obligation of Parent, constitutes a valid and binding obligation such Holder enforceable against such Holder in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. 3 Except for the informational filings with the Securities and Exchange Commission, neither the execution, delivery or performance of this Agreement by such Holder nor the consummation by such Holder of the transactions contemplated hereby will (i) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation or acceleration under, or result in the creation of any Lien upon any of the properties or assets of the Holder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or other instrument or obligation (a "Contract") to which such Holder is a party or by which such Holder or any of such Holder's properties or assets, including such Holder's Shares, may be bound or (iii) violate any Order or Law applicable to such Holder or any of such Holder's properties or assets, including such Holder's Shares. (b) Shares. Such Holder's Shares and the certificates representing such Shares are now, and until such Holder's tender pursuant to the Offer will be, held of record or beneficially by such Holder, and the Holder has good and marketable title to such Shares, free and clear of any Liens, proxies, voting trusts or agreements, understandings or arrangements, except for any such Liens or proxies arising hereunder. Neither such Holder nor any affiliate of such holder owns of record or beneficially any securities of the Company, or any options, warrants or rights exercisable for securities of the Company, other than such Holder's Shares and shares of common stock of the Company issuable upon the exercise of Options, in each case as set forth on Schedule A hereto. Other than grants under this Agreement, neither such Holder nor any affiliate of such Holder has granted or appointed any proxy, power of attorney or other rights (except any expired or effectively revoked proxy) with respect to any Shares. (c) Brokers. No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Holder. (d) Such Holder understands and acknowledges that Parent and Sub are continuing to discuss the Merger Agreement with the Company and would enter into the Merger Agreement only in reliance upon the Holder's execution and delivery of this Agreement. (e) Absence of Litigation. As of the date of this Agreement, there is no litigation, suit, claim, action, proceeding or investigation pending or, to the knowledge of such Holder, threatened against any Holder, or any property or asset of any Holder, before any Governmental Entity that (i) seeks to delay or prevent the consummation of the transactions contemplated by this Agreement or the Merger Agreement or (ii) relates to the Shares. Section 4. Further Representations and Warranties of the Company. The Company further represents and warrants to Parent that the Board of Directors of the Company has duly and validly authorized and approved by all necessary corporate action, this Agreement, the Merger Agreement and the transactions contemplated hereby and thereby, so that by the execution and delivery hereof no restrictive provision of any "fair price," "moratorium," "control-share acquisition," 'interested shareholders" or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) or restrictive provision of any applicable anti- 4 takeover provision in the Articles of Incorporation (including Article Fourteenth thereof) or by-laws of the Company is, or at the closing of the transactions contemplated hereby will be, applicable to the Company, Parent, the Shares, the Merger or any other transaction contemplated by this Agreement. Section 5. Further Assurances. Each Holder will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further transfers, assignments, endorsements, consents and other instruments and provide such information as Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement, including to vest the power to vote such Holder's Shares as contemplated by Section 2. Each Holder acknowledges that Parent and the Company may disclose information regarding the Holders, this Agreement and the transactions contemplated hereby in filings required to be made by Parent and the Company under the Exchange Act. Section 6. Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Section 7. Termination. This Agreement, and all rights and obligations of the parties hereunder, may be terminated by any party at or after the close of business on December 1, 2002, provided that if the Merger Agreement is executed by Parent and the Company prior to such time, this Agreement shall terminate upon (i) the termination of the Merger Agreement in accordance with its terms, including pursuant to the provision allowing the Company to terminate the Merger Agreement in order to simultaneously enter into a definitive agreement to implement a Superior Proposal or (ii) the consummation of the Merger. Nothing in this Section 7 shall relieve any party from liability for willful breach of this Agreement. Section 8. Legending of Certificates; Nominees Shares; Stop Transfer. Upon request by Parent, each Holder agrees to submit to Parent contemporaneously with or promptly following execution of this Agreement all certificates representing their Shares so that Parent may note thereon a legend referring to the rights granted to it under this Agreement. If any of the Shares beneficially owned by a Holder are held of record by a brokerage firm in "street name" or in the name of any other nominee (a "Nominee," and, as to such Shares, "Nominee Shares"), such Holder agrees that, upon written request by Parent, such Holder will within five days of such request execute and deliver to Parent a limited power of attorney, in form and substance reasonably satisfactory to Parent, enabling Parent to require such Nominee to (i) enter into an agreement to the same effect as Section 2 hereof with respect to the Nominee Shares held by such Nominee, (ii) tender such Nominee Shares in the Offer pursuant to Section 1 hereof and (in) submit to Parent the certificates representing such Nominee Shares for notation of the above-referenced legend thereon. The Company agrees with, and covenants to, Parent that the Company shall not register the transfer of any certificate representing any Holder's Shares unless such transfer is made in accordance with the terms of this Agreement. 5 Section 9. General Provisions. (a) Expenses. Except as otherwise provided in this Agreement or in the Merger Agreement, each party shall bear its own expenses in connection with the transactions contemplated by this Agreement. (b) Amendments. This Agreement may be amended by the parties hereto, by duly authorized action taken. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. (c) Extension; Waiver. The parties hereto may (i) extend the time for the performance of any of the obligations or other acts of the other parties hereto, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. (d) Notice. All notices and other communications hereunder shall be in writing and shall be deemed given upon receipt by the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Parent, to: Enghouse Systems Limited 80 Tiverton Court, Suite 800 Markham, Ontario, Canada L3R 0G4 Attention: Neil Shafran Facsimile: 905-946-3201 with a copy to: Clifford Chance US LLP 200 Park Avenue New York, NY 10166 Attention: Brian Hoffmann Richard D. Pritz Facsimile; 212-878-8375 (ii) if to the Company, to: Syntellect Inc. 16610 N. Black Canyon Highway, Suite 100, Phoenix, Arizona 85053 Attention: Timothy Vatuone Facsimile: (609) 789-2899 6 with a copy to: Rogers & Theobald LLP Suite 850 The Camelback Esplanade 2425 East Camelback Road Phoenix, Arizona 85017 Attention: Robert K. Rogers Facsimile: 602-852-5570 And (iii) if to any Holder, to the address set forth under the name of such Holder on Schedule A hereto (or at such other address for such Holder as shall be specified by like notice). (e) Interpretation. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. When a reference is made in this Agreement to an Article or a Section, such reference shall be to an Article or a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is the result of the joint efforts of Parent, the Company, and each of the Holders and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and there shall be no construction against any party based on any presumption of that party's involvement in the drafting thereof. The symbol "$" refers to United States Dollars. The words "include", "includes" or "including" shall be deemed to be followed by the words "without limitation." A "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person. The term "ordinary course of business" (or similar terms) shall be deemed to be followed by the words "consistent with past practice." Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement. (f) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement shall be binding upon each Holder upon the execution of this Agreement by Parent, the Company and such Holder, without regard to whether it is executed by any other Holder. (g) Entire Agreement; No Third-Party Beneficiaries. This Agreement (including the documents and the instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among 7 the parties with respect to the subject matter hereof, and (b) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. (h) Severability. This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of the balance of this Agreement or of any other term hereof, which shall remain in full force and effect. If of any of the provisions hereof are determined to be invalid or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible. (i) Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. THE PARTIES HEREBY (I) SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN THE STATE OF DELAWARE AND AGREE NOT TO BRING ANY ACTIONS RELATED TO THIS AGREEMENT OR TILE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER COURT, OTHER THAN TO ENFORCE THE JUDGMENTS OF SUCH COURTS, (ii) AGREE NOT TO OBJECT TO VENUE IN SUCH COURTS OR TO CLAIM THAT SUCH FORUM IS INCONVENIENT AND (iii) AGREE THAT NOTICE OR THE SERVICE OF PROCESS IN ANY PROCEEDING SHALL BE PROPERLY SERVED OR DELIVERED IF DELIVERED IN THE MANNER CONTEMPLATED BY SECTION 9(d) HEREOF. IN ADDITION, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY APPLICABLE CONFLICTS OF LAW. (k) Publicity. Except as otherwise required by law, court process or the rules of any applicable securities exchange or the Nasdaq or as contemplated or provided elsewhere herein, no party hereto shall issue any press release or otherwise make any public statement with respect to the transactions contemplated by this Agreement without prior consultation with the other parties hereto. [SIGNATURE PAGES FOLLOW] 8 IN WITNESS WHEREOF. each party has duly signed this Agreement, all as of the date first written above. SYNTELLECT INC. By: /s/ Anthony V. Carollo, Jr. ------------------------------------------ Name: Anthony V. Carollo, Jr. Title: Chairman, CEO and President ENGHOUSE SYSTEMS LIMITED By: /s/ Stephen J. Sadler ----------------------------------------- Name: Stephen J. Sadler Title: Chairman and Chief Executive Officer HOLDERS /s/ Geoffrey Nixon --------------------------------------------- GEOFFREY NIXON MISSION PARTNERS, L.P. By: MCM Associates, Ltd., General Partner By: /s/ Geoffrey Nixon ---------------------------------------- Geoffrey Nixon, President LIMITED NOMINEES LIMITED By: MCM Associates, Ltd., Investment Manager By: /s/ Geoffrey Nixon ---------------------------------------- Geoffrey Nixon, President SIGNATURE PAGE TO TENDER AND VOTING AGREEMENT HORIZON OFFSHORE, LTD. By: /s/ Geoffrey Nixon ---------------------------------------- Geoffrey Nixon, Director MAYFAIR CAPITAL FUND, L.P. By: MCM Capital Management, LLC, General Partner By: /s/ Geoffrey Nixon ---------------------------------------- Geoffrey Nixon, President MCM PROFIT SHARING PLAN CFB-MCM ASSOCIATES LTD FBO Geoffrey Nixon By: /s/ Geoffrey Nixon ---------------------------------------- Geoffrey Nixon, Trustee WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC, General Partner By: /s/ Nelson Obus ----------------------------------------- Nelson Obus, Co-Managing Member WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC, General Partner By: /s/ Nelson Obus ----------------------------------------- Nelson Obus, Co-Managing Member WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By: /s/ Nelson Obus ----------------------------------------- Nelson Obus, President WYNNEFIELD CAPITAL MANAGEMENT, L.L.C. By: /s/ Nelson Obus ----------------------------------------- Nelson Obus, Co-Managing Member WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus ----------------------------------------- Nelson Obus, President 10 SCHEDULE A
Name and Address Number of Shares Held Shares Subject to Options Held ---------------- --------------------- ------------------------------ Mayfair Capital Fund, L.P.* 367,500 0 Mission Partners, L.P.* 559,600 0 Horizon Offshore, Ltd.* 44,400 0 Liberty Nominees Limited* 115,400 0 Geoffrey Nixon* 1,020 0 MCM Associates, Ltd.* 10,000 0 MCM Profit Sharing Plan CSFB. MCM 10,000 0 Associates Ltd. FBO Geoffrey Nixon* Wynnefield Partners Small Cap Value, 44,500 0 L.P.** Wynnefield Partners Small Cap Value, 38,000 0 L.P.I.** Wynnefield Small Cap Value, Offshore 518,300 0 Fund, Ltd.** Wynnefield Capital Management, L.L.C.** 0 0 Wynnefield Capital, Inc.** 0 0
- ---------------------- * Address for each entity: Mr. Geoffrey Nixon, c/o MCM Associates, Ltd., 11 West 42nd Street, 19th FL, New York, NY 10036 **Address for each entity: Wynnefield Partners Small Cap Value, L.P., 450 Seventh Avenue, Suite 509, New York, NY 10123, Attn: Mr. Nelson Obus. This Agreement is fully binding on such entities notwithstanding that Share numbers have not been filled in on Schedule A. Such entities shall provide a revised Schedule A showing an accurate and complete listing of Shares held by each such entity no later than 5:00 PM, New York City time, on November 6, 2002. Such revised Schedule A shall then be Schedule A to thus Agreement. A-1 -----END PRIVACY-ENHANCED MESSAGE-----