-----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, Wsrj38lChTFrzKU1F+Sto+83pltaxDRKqh30TP+vBdaCX1JiPrWI4IsjS4mrwV9m M1Dd7QyohbbVD+Abt1o98w== 0000895345-99-000380.txt : 19990705 0000895345-99-000380.hdr.sgml : 19990705 ACCESSION NUMBER: 0000895345-99-000380 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOWSCAN ENTERTAINMENT INC CENTRAL INDEX KEY: 0000812882 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 953940004 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-39265 FILM NUMBER: 99658798 BUSINESS ADDRESS: STREET 1: 3939 LANDMARK ST CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 3105580150 MAIL ADDRESS: STREET 1: 3939 LANDMARK STREET CITY: CULVER CITY STATE: CA ZIP: 902322315 FORMER COMPANY: FORMER CONFORMED NAME: SHOWSCAN CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SHOWSCAN FILM CORP DATE OF NAME CHANGE: 19901116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDREINI ALAN J CENTRAL INDEX KEY: 0001077480 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: INTERWORLD CORP STREET 2: 395 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014-3669 BUSINESS PHONE: 2123012310 MAIL ADDRESS: STREET 1: ALAN J ANDREINI C/O INTERWORLD CORP STREET 2: 395 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014-3669 SC 13D 1 ------------------------ OMB APPROVAL ------------------------ OMB Number: 3235-014 Expires: August 31, 1999 Estimated Average burden hours per form.......14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* SHOWSCAN ENTERTAINMENT, INC. - --------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - --------------------------------------------------------------------------- (Title of Class of Securities) 8253 97102 ---------- (CUSIP Number) Jessica Forbes, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 (212) 859-8558 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 13, 1997 - --------------------------------------------------------------------------- (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(b) for other parties to whom copies are to be sent. *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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 13D CUSIP No. 8253 97102 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) ALAN J. ANDREINI 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See Instructions) PF; 00 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF 7 SOLE VOTING POWER SHARES 427,166 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 36,500 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 427,166 10 SHARED DISPOSITIVE POWER 36,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 463,666 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (See Instructions) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% 14 TYPE OF REPORTING PERSON (See Instructions) IN SCHEDULE 13D ------------ This Statement on Schedule 13D reflects information as of July 2, 1999 and is being amended simultaneously by the filing of a Schedule 13G pursuant to Rule 13d-1(c). Information contained in this Statement on Schedule 13D regarding persons other than the Reporting Person is to the best knowledge of the Reporting Person. ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $.001 per share (the "Common Stock"), of Showscan Entertainment, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 3939 Landmark Street, Culver City, CA 90232. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed by Alan J. Andreini (the "Reporting Person"). This Statement reflects ownership of Common Stock (i) by the Reporting Person for his own account, and (ii) by persons for whom the Reporting person currently exercises trading authority. This Statement also includes certain information about ownership of Common Stock by persons for whom the Reporting Person previously exercised trading authority. The Reporting Person is currently authorized to exercise trading and voting authority over: (i) the account of the Kiskiminetas Springs School (the "School") at PaineWebber; (ii) the account of The Andreini Foundation, a not-for-profit corporation (the "Foundation"); (iii) the account of John D. Andreini and Blanche M. Andreini at Cheevers Hand & Angeline, Inc. (the "Parents"); and (iv) an account at Piper Jaffray, Inc. for the benefit of Alan J. Andreini Jr. (the "Son"), under Illinois Uniform Transfers to Minors Act. The Reporting Person is currently authorized to exercise trading (but not voting) authority over (i) the account of Giovane Ltd. ("Giovane") at Piper Jaffray, Inc. and (ii) the account of Rachel Bauer ("Bauer"), at Piper Jaffray, Inc. From April 1996 to February 22, 1999, the Reporting Person was authorized to exercise trading and voting authority over the account of the School at Piper Jaffray, Inc. In addition, from August 10, 1997 to March 10, 1999 the Reporting Person was authorized to exercise trading authority over the account of Janice Fuellhart; and from December 28, 1997 to March 10, 1999 the Reporting Person was authorized to exercise trading authority over the account of Kendra Goldenway. (each of such individuals being referred to individually as an "Individual" and collectively as the "Individuals"). Pursuant to the rules promulgated under the federal securities laws, the Reporting Person: (i) may be deemed to have been the beneficial owner of the Common Stock owned by each of the Individuals during the respective periods described above because the Reporting Person shared investment power during such respective periods in respect of the shares of Common Stock held by each Individual; (ii) may be deemed to have been the beneficial owner of the Common Stock held by the School in its account at Piper Jaffray, Inc. during the period described above because the Reporting Person shared investment and voting power over that account during such period; (iii) may be deemed to have been the beneficial owner of the Common Stock previously held by the School in its account at PaineWebber and of the Common Stock held in the Parents' account because the Reporting Person shares investment and voting power over such accounts; (iv) may be deemed to be the beneficial owner of the Common Stock held by the Foundation and the Common Stock held by the Son because the Reporting Person has sole investment and voting power in respect of such Common Stock; and (v) may be deemed to have been the beneficial owner of the Common Stock previously held by Giovane and Bauer because the Reporting Person shares investment power over their accounts. The Reporting Person disclaims beneficial ownership of the Common Stock reported herein, except for the Common Stock owned by the Reporting Person for his own account. (b) - (c) The business address and principal occupation of the Reporting Person, and the name, principal business and address of the employer of the Reporting Person, is as follows: Reporting Person: Alan J. Andreini Principal Occupation: President and Chief Executive Officer of InterWorld Corporation, a corporation principally engaged in the provision of Internet commerce software for sales, order management, fulfillment, customer service and other applications. Business Address and Address of Employer: 395 Hudson Street, New York NY 10014 (d) - (e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was not or is not 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. (f) The Reporting Person is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Shares of Common stock of the Issuer acquired by the Reporting Person for his own account were acquired using his personal funds. Shares of Common Stock acquired for the account of the School, the Foundation, the Parents, the Son, Giovane, Bauer, and each Individual were acquired using the funds of such persons. None of the shares acquired by the Reporting Person for his own account or for the accounts of others were acquired with borrowed funds. The aggregate purchase price, including mark-ups, paid for the shares of Common Stock acquired by the Reporting Person for his own account (without giving effect to any subsequent sales of those shares) was $900,750.80. The aggregate purchase price, including markups, paid by the School, the Parents, the Foundation, the Son, Giovane, Bauer, and the Individuals for the Common Stock purchased during the respective periods when the Reporting Person exercised trading authority (without giving effect to any subsequent sales of those shares) was $963,875.28. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the shares for investment purposes. The Reporting Person has no plans to or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person reserves the right to acquire additional securities of the Issuer and to sell securities of the Issuer, in each case, from time to time. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of July 2, 1999, the Reporting Person held for his own account 383,000 shares of Common Stock of the Issuer, representing approximately 6.8% of the Issuer's outstanding Common Stock, the Foundation held 41,000 shares of Common Stock, representing approximately 0.7% of the Issuer's outstanding Common Stock, the Son's account held 3,166 shares of Common Stock, representing approximately 0.06 % of the Issuer's outstanding Common Stock, the Parents' held 36,500 shares of Common Stock, representing approximately 0.7% of the Issuer's outstanding Common Stock, the School held 0 shares of Common Stock in its account at PaineWebber, Giovane held 0 shares of Common Stock, and Bauer held 0 shares of Common Stock. (The foregoing percentages are, in each case, based on there being 5,642,058 shares of Common Stock currently outstanding as reported in the Form 10-Q of the Issuer filed on February 16, 1999). As of February 22, 1999, the School held 0 shares of Common Stock in its account at Piper Jaffray, Inc. As of March 10, 1999, Janice Fuellhart held 0 shares of Common Stock; and Kendra Goldenway held 0 shares of Common Stock. (b) (i) As of July 2, 1999, the Reporting Person has the sole power to vote and the sole power to dispose of (a) 383,000 shares of Common Stock held by the Reporting Person for his own account, (b) 41,000 shares of Common Stock held in the account of the Foundation, and (c) 3,166 shares of Common Stock held in the account of the Son. Therefore, as of July 2, 1999, the Reporting Person had the sole power to vote and dispose of 427,166 shares of Common Stock. As of July 2, 1999, the Reporting Person has shared power to dispose of and shared power to vote 36,500 shares of Common Stock (which shares of Common Stock are held in the account of the Parents). During the respective periods set forth in Item 2(a) when the Reporting Person exercised trading authority over the account of each of the Individuals, the Reporting Person shared power to dispose of shares of Common Stock held in the account of each Individual. During the period set forth in Item 2(a), when the Reporting Person exercised trading authority over the account of the School at Piper Jaffray, Inc., the Reporting Person had shared power to vote and dispose of shares of Common Stock held in such account. (ii) With respect to shares of Common Stock held in the account of each Individual, the Reporting Person shared dispositive power with such party. The business address, principal occupation and citizenship of the Individuals, and the name, principal business and address of, such Individual's employer, is as follows; Janice Fuellhart Principal Occupation: Executive, Deputy Chairman of Page One Communications, a company principally engaged in the provision of paging services and equipment Business Address and Address of Employer: #2 Brentside Executive Center Great West Road Brentford, Middlesex, Great Britain TW89DA Citizenship: United States Kendra Goldenway Principal Occupation: Not currently employed Address: P.O. Box 21 Ross, CA 94957 Citizenship: United States The business address, principal occupation and citizenship of each person with whom the Reporting Person shared dispositive and voting power over the Common Stock held in the account of the School at Piper Jaffray, Inc., and the name, principal business and address of such person's employer, is as follows: Michael J. Yukevich: Principal Occupation: Attorney Business Address & Yukevich, Blume, Marchetti & Zangrilli, P.C. Address of Employer: One Gateway Center Sixth Floor Pittsburgh, PA 15222 Citizenship: United States Linda K. Miller: Principal Occupation: Business Manager of the Kiskimentas Springs School Business Address & 1888 Brett Lane Address of Employer: Saltsburg, PA 15681 Citizenship: United States The business address, principal occupation and citizenship of each person with whom the Reporting Person shares dispositive and voting power over the Common Stock held in the account of the School at PaineWebber, and the name, principal business and address of such person's employer, is as follows: John A. Pidgeon: Principal Occupation: Headmaster of the Kiskiminetas Springs School Business Address & 1888 Brett Lane Address of Employer: Saltsburg, PA 15681 Citizenship: United States The information required by Item 2 of Schedule 13D for each person with whom the Reporting Person shares dispositive power over the Common Stock held in the account of Giovane is as follows: Giovane Ltd.: State of Organization: New York Principal Business: Manufacturer of Jewelry Address of Principal 30 Rockerfeller Plaza Business/Principal Room 4330 Office: New York, NY 10020 The information required by Item 2 of Schedule 13D for each person with whom the Reporting Person shares dispositive power over the Common Stock held in the account of Bauer is as follows: Rachel Bauer Principal Occupation:: Jewelry sales Address: 30 Rockerfeller Plaza Room 4330 New York, NY 10020 Citizenship: United States The address, principal occupation and citizenship of Blanche M. Andreini, with whom the Reporting Person shares dispositive and voting power over the Common Stock held in the account of John D. Andreini and Blanche M. Andreini (John D. Andreini died in April 1998) is as follows: Address: 6145 Beaconwood Road Lake Worth, Florida 33467-6803 Principal Occupation: Retired Citizenship: United States (iii) To the best knowledge of the Reporting Person, during the last five years, none of the persons named in this paragraph (b) of Item 5: (I) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (II) was 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 prohibitory or mandatory activities subject to, federal or state securities laws or findings with respect to such laws. (c) Prior to the date hereof, the Reporting Person effected transactions in the Common Stock as set forth in Appendices A through H hereto, which are incorporated herein by reference. All of the transactions reflected in Appendices A through H were effected in open market transactions on The Nasdaq Stock Market. (d) During the respective periods when the Reporting Person had trading authority over the accounts of the School at Piper Jaffray, Inc. and each Individual, the School and each Individual, respectively, had the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock held in such respective accounts. The School has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock held in the PaineWebber account. The Foundation, Giovane, and Bauer, respectively, have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock held in their accounts at Piper Jaffray, Inc., and Blanche M. Andreini has the right to receive, and has power to direct the receipt of dividends from, and the proceeds from the sale of, the Common Stock held in the Parent's account. The Son has the right to receive dividends from, and the proceeds from the sale of, the Common Stock held in the Son's account at Piper Jaffray, Inc., in accordance with Illinois Uniform Transfers to Minors Act. None of such persons has an interest of more than 5% of the outstanding Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to a Securities Trading Authorization Agreement, the form of which is filed as Exhibit 1 hereto, the Reporting Person is or was authorized to buy, sell and trade in securities for the account of Giovane, Bauer, and each of the Individuals maintained at Piper Jaffray, Inc. Pursuant to a Resolution and Trading Authorization, the form of which is filed as Exhibit 2 hereto, the Reporting Person is authorized to authorize transactions and transfers on behalf of the Foundation, and was authorized to authorize transactions and transfers on behalf of the School in their respective accounts at Piper Jaffray, Inc. Pursuant to a Corporate Resolution, a copy of which is attached hereto as Exhibit 3, the Reporting Person is authorized to act on behalf of the School in connection with the account of the School at PaineWebber. Pursuant to an authorization, a copy of which is attached hereto as Exhibit 4, the Reporting Person is authorized to act on behalf of the Parents in connection with the Parents' account at Cheevers Hand & Angeline, Inc. The Reporting Person is the custodian of the Son's account at Piper Jaffray, Inc., which was established by the Reporting Person under the Illinois Uniform Transfers to Minors Act with standard Piper Jaffray, Inc. account agreements. Each of such accounts (other than the Individuals, Giovane, Bauer, the School at Piper Jaffray, Inc., and the School at Paine Webber) currently holds shares of Common Stock. The shares of Common Stock held by the Reporting Person for his own account are held by the Reporting Person in a margin account at Piper Jaffray, Inc pursuant to standard broker account agreements containing customary provisions, including a pledge by the Reporting Person of all shares in the margin account, including the shares of Common Stock. Pursuant to such agreements, the broker is authorized under certain conditions to sell any securities held in such account, including the shares of Common Stock. The shares of Common Stock held in the account of the Foundation, the School and the Parents are held, and the shares of Common Stock held in the accounts of Giovane, Bauer, and the Individuals may also be held, in margin accounts containing similar customary provisions. Except as otherwise described herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1. EXHIBIT 1 - Form of Securities Trading Authorization Agreement among Alan J. Andreini, Piper Jaffray, Inc. and each of the following: Giovane Ltd., dated March 5, 1997 Rachel Bauer, dated February 28, 1997 Janice Fuellhart, dated August 10, 1997 Kendra Goldenway, dated December 28, 1997 99.2. EXHIBIT 2 - Form of Resolution and Trading Authorization between Piper Jaffray, Inc. and each of the following: The Andreini Foundation Kiskiminetas Springs School 99.3. EXHIBIT 3 - Corporate Resolutions of the Kiskiminetas Springs School, dated January 15, 1997. 99.4. EXHIBIT 4 - Authorization in respect of the account of John D. Andreini and Blanche M. Andreini, dated February 1, 1997. After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: July 2, 1999 /s/ Alan J. Andreini --------------------------------- Alan J. Andreini APPENDIX A TRANSACTIONS FOR ACCOUNT OF ALAN J. ANDREINI PRES. & COO. TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 11/15/96 PURCHASE 5,000 5.5000 01/07/97 PURCHASE 5,000 4.1250 04/10/97 PURCHASE 5,000 2.7500 04/10/97 PURCHASE 2,500 2.8750 04/11/97 PURCHASE 2,500 2.8750 04/14/97 PURCHASE 2,500 2.8750 04/14/97 PURCHASE 2,500 2.8750 04/14/97 PURCHASE 5,000 2.9375 04/14/97 PURCHASE 5,000 2.9375 04/15/97 PURCHASE 5,000 2.9375 04/15/97 PURCHASE 5,000 2.9375 04/17/97 PURCHASE 5,000 2.6875 04/17/97 PURCHASE 5,000 2.7500 07/10/97 PURCHASE 1,500 2.6250 09/05/97 PURCHASE 10,000 2.6250 09/08/97 PURCHASE 5,000 2.7500 09/08/97 PURCHASE 5,000 2.7500 09/08/97 PURCHASE 5,000 2.7500 09/08/97 PURCHASE 5,000 2.7500 09/08/97 PURCHASE 5,000 2.6250 09/11/97 PURCHASE 3,000 2.8750 09/11/97 PURCHASE 2,000 2.9375 09/12/97 PURCHASE 4,000 2.9375 09/12/97 PURCHASE 1,000 2.8750 09/19/97 PURCHASE 5,000 3.0000 09/22/97 PURCHASE 5,000 3.0000 09/24/97 PURCHASE 10,000 3.1250 09/25/97 PURCHASE 5,000 3.1250 09/25/97 PURCHASE 5,000 3.1250 09/25/97 PURCHASE 5,000 3.1250 09/26/97 PURCHASE 5,000 3.1250 09/30/97 PURCHASE 5,000 3.1250 10/01/97 PURCHASE 3,500 3.0000 10/14/97 PURCHASE 5,000 3.2500 10/14/97 PURCHASE 5,000 3.2500 10/14/97 PURCHASE 5,000 3.2500 10/14/97 PURCHASE 5,000 3.2500 10/15/97 PURCHASE 5,000 3.2500 10/15/97 PURCHASE 5,000 3.2500 10/17/97 PURCHASE 1,000 3.1250 10/20/97 PURCHASE 1,000 3.3750 10/22/97 PURCHASE 5,000 3.2500 10/23/97 PURCHASE 1,000 3.1250 10/24/97 PURCHASE 1,000 3.0625 10/29/97 PURCHASE 1,000 3.0000 10/29/97 PURCHASE 1,000 3.0000 10/30/97 PURCHASE 1,000 2.9375 10/30/97 PURCHASE 1,000 3.0000 10/30/97 PURCHASE 5,000 2.8750 10/30/97 PURCHASE 1,000 2.9375 10/30/97 PURCHASE 4,000 3.0000 10/31/97 PURCHASE 1,000 3.0625 10/31/97 PURCHASE 10,000 3.0312 11/03/97 PURCHASE 3,000 2.8750 11/03/97 PURCHASE 5,000 3.0000 11/03/97 PURCHASE 5,000 3.0000 11/04/97 PURCHASE 1,000 3.0625 11/04/97 PURCHASE 5,000 3.0000 11/05/97 PURCHASE 7,000 3.0000 11/11/97 PURCHASE 1,000 3.0000 11/14/97 PURCHASE 1,000 2.7500 11/17/97 PURCHASE 1,000 2.6875 11/19/97 PURCHASE 2,000 2.6250 11/20/97 PURCHASE 5,000 2.6250 11/21/97 PURCHASE 1,000 2.6250 11/28/97 PURCHASE 2,000 2.3750 11/28/97 PURCHASE 3,000 2.3750 12/01/97 PURCHASE 4,000 2.3750 12/02/97 PURCHASE 1,000 2.3750 12/03/97 PURCHASE 100 2.3750 12/05/97 PURCHASE 100 2.5000 12/05/97 PURCHASE 100 2.3750 12/05/97 PURCHASE 1,000 2.5000 12/08/97 PURCHASE 2,000 2.5000 12/09/97 PURCHASE 1,000 2.0000 12/09/97 PURCHASE 4,000 2.1250 12/10/97 PURCHASE 3,000 1.6875 12/11/97 PURCHASE 100 1.7500 12/15/97 PURCHASE 100 1.6875 03/26/98 PURCHASE 10,000 1.1250 03/30/98 PURCHASE 100 1.1875 10/22/98 PURCHASE 383,000 0.1000 12/24/98 SOLD 50,000 0.0762 12/28/98 SOLD 100,000 0.0591 12/30/98 SOLD 100,000 0.0440 12/31/98 SOLD 95,000 0.0445 12/31/98 SOLD 30,000 0.0550 12/31/98 SOLD 17,600 0.0500 12/31/98 SOLD 10,000 0.0550 01/01/99 SOLD 10,000 0.0700 01/01/99 SOLD 20,000 0.0600 APPENDIX B TRANSACTIONS FOR PIPER JAFFRAY ACCOUNT OF KISKIMINETAS SPRINGS SCHOOL TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 01/07/97 Purchase 7,000 4.1250 01/20/97 Purchase 10,000 4.5000 02/03/97 Purchase 2,500 4.0000 04/08/97 Purchase 7,000 2.3750 04/10/97 Purchase 2,500 3.0000 04/11/97 Purchase 2,500 2.8750 04/17/97 Purchase 10,000 2.7300 04/18/97 Purchase 2,500 2.8125 04/21/97 Purchase 5,000 2.6250 04/28/97 Purchase 10,000 2.3750 06/30/97 Purchase 3,000 2.5000 07/07/97 Purchase 2,000 2.5000 07/08/97 Purchase 2,000 2.5000 07/09/97 Purchase 2,000 2.6250 07/09/97 Purchase 2,000 2.6250 07/09/97 Purchase 2,000 2.6250 07/09/97 Purchase 2,500 2.6250 07/10/97 Purchase 3,000 2.6250 07/10/97 Purchase 2,000 2.6250 07/10/97 Purchase 2,500 2.6250 07/11/97 Purchase 1,000 2.6250 08/28/97 Purchase 5,000 2.3750 08/28/97 Purchase 5,000 2.3750 08/29/97 Purchase 10,000 2.5000 08/29/97 Purchase 10,000 2.5000 08/29/97 Purchase 10,000 2.5000 09/01/97 Purchase 17,000 2.3125 09/05/97 Purchase 5,000 2.6250 09/30/97 Purchase 5,000 3.1250 10/01/97 Purchase 7,000 3.0000 10/03/97 Purchase 5,000 3.0000 10/06/97 Purchase 5,000 3.0000 10/10/97 Purchase 5,000 3.1250 11/04/97 Purchase 5,000 3.0625 12/30/97 Purchase 2,000 1.1250 12/31/97 Purchase 2,000 1.0625 12/31/97 Purchase 3,000 1.0625 12/31/97 Purchase 2,000 1.0625 01/07/98 Purchase 2,000 1.4375 01/07/98 Purchase 2,000 1.4375 01/08/98 Purchase 3,000 1.5000 01/09/98 Purchase 2,000 1.5000 01/20/98 Purchase 2,000 1.5000 01/20/98 Purchase 2,000 1.5000 01/20/98 Purchase 3,000 1.5000 01/22/98 Purchase 3,000 1.4375 01/22/98 Purchase 2,000 1.5000 01/22/98 Purchase 1,000 1.5000 01/22/98 Purchase 4,000 1.6250 01/22/98 Purchase 1,500 1.5000 01/23/98 Purchase 5,000 1.7500 01/23/98 Purchase 5,000 1.7500 01/30/98 Purchase 1,000 1.7500 02/05/98 Purchase 500 1.6875 03/09/98 Purchase 5,000 1.3125 03/26/98 Purchase 15,000 1.1250 03/28/98 Purchase 15,000 1.1250 03/27/98 Purchase 10,000 1.1250 04/22/98 Purchase 5,000 0.8125 10/22/98 Sold 383,000 0.1000 APPENDIX B-1 TRANSACTIONS FOR PAINEWEBBER ACCOUNT OF KISKIMINETAS SPRINGS SCHOOL TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 01/17/97 Purchase 5,000 4.5000 01/21/97 Purchase 10,000 4.2500 01/29/97 Purchase 5,000 4.3750 02/09/99 Sold 5,000 0.1700 02/09/99 Sold 10,000 0.1563 02/09/99 Sold 35,000 0.1300 APPENDIX C TRANSACTIONS FOR ACCOUNT OF JOHN D. ANDREINI AND BLANCHE M. ANDREINI TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 11/04/98 Purchase 10,000 0.2200 11/04/98 Purchase 10,000 0.2000 11/17/98 Purchase 16,500 0.2900 12/22/98 Sold 36,500 0.0900 APPENDIX D TRANSACTIONS FOR ACCOUNT OF THE ANDREINI FOUNDATION TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 12/23/97 Purchase 2,000 1.1875 12/23/97 Purchase 3,000 1.1875 12/24/97 Purchase 5,000 1.1250 12/24/97 Purchase 1,000 1.1250 12/26/97 Purchase 2,000 1.0625 12/26/97 Purchase 3,000 1.0625 12/26/97 Purchase 5,000 1.1250 12/30/97 Purchase 2,000 1.2500 12/30/97 Purchase 2,000 1.2500 12/30/97 Purchase 2,000 1.2500 12/30/97 Purchase 2,000 1.1250 01/08/98 Purchase 2,000 1.4375 01/12/98 Purchase 2,000 1.5000 01/14/98 Purchase 2,000 1.5000 01/14/98 Purchase 2,000 1.5000 01/15/98 Purchase 2,000 1.5000 01/20/98 Purchase 2,000 1.5000 APPENDIX E TRANSACTIONS FOR ACCOUNT OF JANICE FUELLHART TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 10/09/97 Purchase 12,000 3.0000 10/14/97 Purchase 3,000 3.2500 01/27/98 Purchase 5,000 1.6250 12/16/98 Sold 20,000 0.1300 APPENDIX F TRANSACTIONS FOR ACCOUNT OF KENDRA GOLDENWAY TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 12/10/97 Purchase 5,000 1.7500 12/26/97 Purchase 2,000 1.0625 12/26/97 Purchase 3,000 1.1250 01/13/98 Purchase 2,000 1.5000 01/15/98 Purchase 2,000 1.5000 01/15/98 Purchase 3,000 1.5000 01/16/98 Purchase 750 1.5000 01/16/98 Purchase 250 1.5000 12/10/98 Sold 13,000 0.1000 12/10/98 Sold 5,000 0.1200 APPENDIX G TRANSACTIONS FOR ACCOUNT OF GIOVANE TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 05/22/97 Purchase 2,000 2.5000 05/27/97 Purchase 3,000 2.5625 06/05/97 Purchase 3,000 2.3125 06/24/97 Purchase 2,000 2.7500 06/25/97 Purchase 2,000 2.7500 06/27/97 Purchase 1,000 2.6250 03/09/98 Sold 13,000 1.3125 APPENDIX H TRANSACTIONS FOR ACCOUNT OF BAUER TYPE OF PURCHASE PRICE TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS - ---------------------------------------------------------------------- 02/10/97 Purchase 2,000 4.2500 04/07/97 Purchase 2,000 2.6250 04/07/97 Purchase 2,000 2.6250 04/08/97 Purchase 2,000 2.6250 06/06/97 Purchase 2,000 2.3750 07/11/97 Purchase 2,000 2.7500 10/02/97 Purchase 250 3.0000 01/16/98 Purchase 750 1.5000 06/11/98 Sold 7,500 0.5000 06/12/98 Sold 5,500 0.5000 EX-99.1 2 99.1 - EXHIBIT 1 PIPER JAFFRAY SECURITIES TRADING Account Name o AUTHORIZATION ------------------------------ (LIMITED) Account Number o ------------------------------ - ------------------------------------------------------------------------------- LIMITED TO PURCHASES AND SALES OF SECURITIES Piper Jaffray Inc. ("Piper Jaffray") Attention: Records Management 222 South Ninth Street Minneapolis, MN 55402-3804 Dear Piper Jaffray: AUTHORIZATION OF AGENT AND INDEMNIFICATION TO PIPER JAFFRAY. I* hereby authorize (print) ______________________________ ("AGENT") as my agent and attorney in fact to buy, sell (including short sales) and trade in stocks, bonds, options and any other securities on margin or otherwise in accordance with your terms and conditions for my account and risk in my name or number on your books. I hereby ratify and confirm any and all transactions with you effected by AGENT or which AGENT shall effect for my account. I hereby agree to indemnify and hold you harmless from and to pay you promptly on demand any and all losses or debit balances due in my account(s). SCOPE OF AGENT'S AUTHORITY. For all such purchases, sales or trades you are authorized to follow the instructions of AGENT in every respect concerning my accounts and AGENT is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or trades as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or trades, except that AGENT is not authorized to withdraw any money, securities or other property either in my name or otherwise. IF CUSTOMER DIES OR BECOMES INCAPACITATED. In case of my death or incapacity this authorization shall continue, and you shall not be responsible for any action taken on the basis of this authorization until you have received written notice of death or incapacity addressed to you and delivered to you at the above address. AUTHORIZATION DOES NOT LIMIT PIPER JAFFRAY'S RIGHTS. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which you may have under any other agreement or agreements between your firm and me. REVOCATION MUST BE IN WRITING; LIABILITIES INCURRED PRIOR TO REVOCATION; SUCCESSORS TO PIPER JAFFRAY. This authorization and indemnity is also a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to you and delivered to you at the above address. Such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. This authorization and indemnity shall inure to the benefit of your present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever, and of the assigns of your present firm or any successor firm. I HAVE READ THIS TRADING AUTHORIZATION ENTIRELY BEFORE SIGNING.
- ---------------------------- ------------- ------------------------------------------------ **Customer Signature/Title Date AGENT Signature/Title Date (AGENT - Please complete reverse side of form.) - ---------------------------- ------------- Customer Signature/Title Date |_| Firm Employee Discretion - ---------------------------- ------------- Customer Signature/Title Date - --------------------------------------------------------------------------------------------- INTERNAL USE ONLY - ---------------------------- ------------- ------------------------------------------------ Branch Manager Specialist Date B.O.M.A.S. Signature (if Date required) - ---------------------------- ------------- ------------------------------------------------ Compliance Signature Date SROP Signature (if required) Date |_| Options Approved - --------------------------------------------------------------------------------------------- * I* means I, me, we, and customer(s), depending on number of persons signing this Trading Authorization. ** If agent is signing as Power of Attorney ("POA"), "X" the corresponding box and provide a copy of the POA.
[Back of Agreement] AGENT INFORMATION - ------------------------------------------------------------------------------- Name (Please print) - ------------------------------------------------------------------------------- Address - ------------------------------------------------------------------------------- City State Zip - ------------------------------------------------------------------------------- Work Phone Home Phone Date of Birth ( ) ( ) - ------------------------------------------------------------------------------- Occupation - ------------------------------------------------------------------------------- Employer - ------------------------------------------------------------------------------- Past Investment Experience (Years of Are you currently employed by Piper Experience) Jaffray? Stocks |_| 0-1 |_| 1-5 |_| Yes |_| No |_| 5 or more -------------------------------------- Bonds |_| 0-1 |_| 1-5 Contact name (If agent is a |_| 5 or more non-natural entity) Options |_| 0-1 |_| 1-5 |_| 5 or more - ------------------------------------------------------------------------------- EX-99.2 3 99.2 - EXHIBIT 2 ----------------------- Account Number: RESOLUTON AND TRADING AUTHORIZATION This authorizes (the "NONPROFIT"), to transact business with Piper Jaffray Inc. ("Piper Jaffray"). This authorization shall continue in force until Piper Jaffray is notified in writing of any changes. 1. ESTABLISHMENT AND MAINTENANCE OF PIPER JAFFRAY ACCOUNT: The following persons may authorize transactions and transfers on behalf of the NONPROFIT: -------------------------------------- -------------------------------- Name Title -------------------------------------- -------------------------------- Name Title -------------------------------------- -------------------------------- Name Title -------------------------------------- -------------------------------- Name Title The authorized persons listed above, including the Authorized Signatory to this Trading Authorization, are authorized to maintain one or more accounts with Piper Jaffray for the purpose of transacting business. The authority hereby conferred shall remain in full force and effect until revoked by written notice addressed to you and delivered to your main office. 2. AUTHORITY: The fullest authority is granted to these persons to engage in any transaction they deem proper, including authority to give written or oral instructions to Piper Jaffray; to bind the NONPROFIT to carrying out the transactions; and generally to take all action necessary in connection with the accounts. 3. CUSTOMER AGREES TO ARBITRATE: O ARBITRATION IS FINAL AND BINDING ON THE PARTIES. O THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. O PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. O THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. O THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. WE AGREE TO ARBITRATE ANY DISPUTES BETWEEN PIPER JAFFRAY AND US. WE SPECIFICALLY AGREE AND RECOGNIZE THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN PIPER JAFFRAY, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AND US, CONCERNING ANY TRANSACTION, ACCOUNT OR THE CONSTRUCTION, PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US, WHETHER ENTERED INTO PRIOR, ON, OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION TO THE FULL EXTENT PROVIDED BY LAW. SUCH ARBITRATION SHALL BE IN ACCORDANCE WITH THE RULES THEN IN EFFECT, OF THE ARBITRATION COMMITTEE OF THE NEW YORK STOCK EXCHANGE, INC. OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AS WE MAY ELECT. WE AUTHORIZE PIPER JAFFRAY, IF WE DO NOT MAKE SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO PIPER JAFFRAY AT ITS MAIN OFFICE WITHIN 15 DAYS AFTER RECEIPT OF NOTIFICATION FROM PIPER JAFFRAY REQUESTING SUCH ELECTION, TO MAKE SUCH ELECTION ON OUR BEHALF. 4. CERTIFICATION: The Authorized Signatory of the NONPROFIT is hereby authorized and empowered to certify this resolution. This certifies that this Trading Authorization was adopted by officials duly authorized to invest funds on behalf of the NONPROFIT in accordance with all applicable laws and regulations. I further certify that the NONPROFIT is organized and existing and that the officials who took the action called for by this authorization have the power to take such action. In witness whereof, this ___ day of ______, 1999. WE UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 3 ABOVE, AND WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT. ----------------------------- ------------ Authorized Signatory Date ----------------------------- Name and Title (print) EX-99.3 4 99.3 - EXHIBIT 3 PAINEWEBBER Established 1879 Member of all principal security, commodity and option exchanges CORPORATE RESOLUTIONS FULL ACCOUNT TITLE BRANCH ACCOUNT NUMBER BROKER - --------------------------------------------------------------------------- Kiskiminetas Springs School - --------------------------------------------------------------------------- I, Lee C. Crawford hereby certify that I am the Secretary of Kiskimentas Springs School ("Corporation") a corporation organized and existing under the laws of the state of Pennsylvania, and that the following resolutions were duly adopted at a meeting of the Board of Directors of the Corporation held on December 13, 1996 at which meeting a quorum was present and voting: RESOLVED 1) To open with PaineWebber Incorporated, its successor firms, subsidiaries, correspondents or affiliates ("PaineWebber") a brokerage account for the purchase and sale of securities and other property. "Securities" means, but is not limited to, money, stocks, bonds, options, including stock index options, interest rate options, foreign currency options, and other securities and property. 2) That the Corporate Officers named in the spaces below are authorized to act on behalf of the Corporation with respect to opening an account, to execute on behalf of the Corporation any and all relevant documents, and to deal with PaineWebber in connection with all aspects of said account singly, with no limits as to the amount thereinafter called "Authorized Person". (AT LEAST TWO TO BE DESIGNATED) (1) John A. Pidegon, President - ------------------------------------- ---------------------------- (Type Name and Title of Officer) (Signature of Officer) (2) Alan J. Andreini, Chairman, Finance Committee - ------------------------------------- ---------------------------- (Type Name and Title of Officer) (Signature of Officer) (3) - ------------------------------------- ---------------------------- (Type Name and Title of Officer) (Signature of Officer) (4) - ------------------------------------- ---------------------------- (Type Name and Title of Officer) (Signature of Officer) 3) That PaineWebber is authorized to deal with each Authorized Person, to accept all orders for purchases and sales and all instructions given verbally or in writing by him or her on behalf of the Corporation as the action of the Corporation without further inquiry as to his or her authority: to receive any funds, securities or other property for the account of the Corporation; to honor written instructions from each Authorized Person to deliver either in bearer form, in street certificates, in any names or in any other manner any funds, securities or other property held for the account of the Corporation; to extend loans in connection with the maintenance of a margin account (if applicable); to effect BankCard transactions in connection with the Corporation's account (if applicable), including use of Bank One's Line of Credit in connection with the MasterCard BusinessCard or Gold MasterCard, to honor written instructions from each Authorized Person to write checks against the Corporation's account, and to send all confirmations, notices, demands, statements and other communications to the Authorized Person and to the Corporation, attention: John A. Pidgeon, President --------------------------------------------------------- (Insert name and position of officer and office location) 4) That any withdrawals of money, check writing, BankCard purchases (if applicable) and other non-brokerage transactions including but not limited to obtaining letters of credit and other types of credit facilities made on behalf of the Corporation with PaineWebber are ratified, confirmed and approved, and that PaineWebber is authorized to rely upon the authority conferred by these resolutions until PaineWebber receives a certified copy of resolutions of the Corporation's Board of Directors revoking or modifying these resolutions. In the event that PaineWebber, for any reason, is uncertain as to the continuing effectiveness of the authority conferred by these resolutions or any other resolutions of the Corporation, PaineWebber may refrain from taking any action with respect to this account until such time as it is satisfied as to its authority and PaineWebber shall be indemnified against and held harmless from any claims, demands, expenses, loss or damage, including legal fees and costs, resulting from or arising out of its refraining from taking any action. 5) That the Corporation elects (check box A or B below): |_| A. CASH ACCOUNT OR |X| B. MARGIN ACCOUNT To open and maintain a margin account and execute a PaineWebber margin agreement and certifies that the Corporation has full power and authority pursuant to the charter and by-laws for the purchase and sale (including short sales) of securities, borrowing money in connection with the maintenance of a margin account, repaying amounts borrowed and paying interest due thereon. 6) That the Corporation also elects to open (check box A, B or C below): |_| A. BUSINESS SERVICES ACCOUNT (BSA) OR |_| B. RESOURCE MANAGEMENT ACCOUNT (RMA) OR |_| C. INTERNATIONAL RESOURCE MANAGEMENT ACCOUNT (IRMA) [and execute relevant documents and certifies that the Corporation has full power and authority pursuant to its charter and by-laws to open and maintain a BSA/RMA/IRMA and to affect any and all brokerage and non-brokerage transactions in the Corporation's BSA/RMA/IRMA including but not limited to the options selected below (check all boxes that apply): |_| 1) Check Writing Privilege and certifies that the Corporation has full power and authority pursuant to its charter and by-laws to write checks on the BSA/RMA/IRMA in the manner described in the Disclosure Document(s) as defined in the BSA/RMA/IRMA Agreement. 2) BankCard Privileges and elects (check one box only): |_| a) MasterCard BusinessCard or Gold MasterCard with margin account and certifies that the Corporation has full power and authority pursuant to its charter and by-laws to affect cash advances and charges on the BSA/RMA/IRMA in the manner described in the Disclosure Document(s) as defined in the BSA/RMA/IRMA Agreement; and that the Corporation has full power and authority pursuant to its charter and by-laws to open and maintain a margin account and execute a PaineWebber margin agreement for the purchase and sale [including short sales] of securities, borrowing money in connection with the maintenance of a margin account, repaying amounts borrowed and paying interest due thereon. OR |_| b) MasterCard BusinessCard or Gold MasterCard with a Line of Credit and certifies that the Corporation has full power and authority pursuant to its charter and by-laws to affect charges on the BSA/RMA/IRMA in the manner described in the applicable Disclosure Document(s) as defined in the BSA/RMA/IRMA Agreement and to affect the borrowing of money in connection with the maintenance of Bank One's Line of Credit, repaying amounts borrowed and paying interest due thereon. ATTENTION TRANSFER AGENT 7) That any Authorized Person is fully authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by this Corporation, and to make, execute and deliver, under the corporate seal of this Corporation or otherwise, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred. 8) That whenever there shall be annexed to any instrument of assignment and transfer, executed pursuant to and in accordance with the foregoing resolution, a certificate of the Secretary or an Assistant Secretary of this Corporation in office at the date of such certificate and such certificate shall set forth these resolutions and shall state that these resolutions are in full force and effect, and shall also set forth the names of the persons who are then officers of this Corporation, then all persons to whom such instrument with the annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to set in reliance upon the assumption that the shares of stock or other securities named in such instrument were therefore duly and properly transferred, endorsed, sold, assigned, set over and delivered by this Corporation, and that with respect to such securities the authority of these resolutions and of such officers is still in full force and effect. That the Secretary or an Assistant Secretary of the Corporation is authorized and described to certify to PaineWebber that these resolutions have been duly adopted, are in full force and effect and are in accordance with the provisions of the charter and by-laws of the Corporation. WITNESS my hand and the seal of the Corporation at ___________ this 13th day of January, 1997. ------------------------------------- (SIGNATURE OF SECRETARY) EX-99.4 5 Exhibit 99.4 FAX TRANSMITTAL 539-030775 # Pages 1 - --------------- TO Kenya/Dean CO.____________ DEPT__________ FAX#__________ - --------------- FROM Diane CO. Cheevers, Hand & Angeline, Inc. PHONE #[illegible] FAX #[illegible] - --------------- FULL TRADING AUTHORIZATION WITH PRIVILEGE TO WITHDRAW MONEY AND/OR SECURITIES The undersigned hereby authorizes Alan Andreini (whose signature appears below) as his agent and attorney in fact to buy, sell (including short sales) and trade in stocks, bonds, options contracts and any other securities and/or commodities and/or contracts relating to the same on margin or otherwise in accordance with your terms and conditions for the undersigned's account and risk and in the undersigned's name, or number on your books. In addition, the undersigned hereby specifically authorizes the aforesaid agent to make transactions which would result in uncovered short positions in options contracts or in the uncovering of any existing short position in options contracts. The undersigned hereby agrees to indemnify and hold you harmless from and to pay you promptly on demand any and all losses arising therefrom or debt balance due thereon. You are authorized to follow the instructions of Alan Andreini in every respect concerning the undersigned's account with you, and make deliveries of securities and payment of moneys to him or as he may order and direct. In all matters and things aforementioned, as well as in all other things necessary or incidental to the furtherance or conduct of the account of the undersigned, the aforesaid agent and attorney in fact is authorized to act for the undersigned and in the undersigned's behalf in the same manner and with the same force and effect as the undersigned might or could do. The undersigned hereby ratifies and confirms any and all transactions with you heretofore or hereafter made by the aforesaid agent or for the undersigned's account. This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which you may have under any other agreement or agreements between the undersigned and your firm. This authorization and indemnity is also a continuing one and shall remain in full force and effect until revoked by the undersigned by a written notice addressed to you and delivered to your office at ___________________, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation. This authorization and indemnity shall inure to the benefit of your present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever, and of the assigns of your present firm or any successor firm. Dated: 2/1/97 ------------------------------------------- (City) (State) SIGNATURE OF AUTHORIZED AGENT /s/ Alan J. Andreini ----------------------------- VERY TRULY YOURS, /s/ John A. Andreini /s/ Blanche M. Andreini" - ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----