-----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, Cz/Ws1cb9jmjbk2dE60flHBUasENdUgTHN0ae7gW87wmUI3KWdASpJDCvd7Mq25+ dVRaU0QuAYu39kkkQvMgqg== 0000891618-96-003034.txt : 19961212 0000891618-96-003034.hdr.sgml : 19961212 ACCESSION NUMBER: 0000891618-96-003034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITALCOM INC CENTRAL INDEX KEY: 0001006026 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 330538926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46947 FILM NUMBER: 96679273 BUSINESS ADDRESS: STREET 1: 15222 DEL AMO AVE CITY: TUSCAN STATE: CA ZIP: 92680 BUSINESS PHONE: 7145460147 MAIL ADDRESS: STREET 1: 15222 DEL AMO AVENUE CITY: TUSTIN STATE: CA ZIP: 92680 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS VENTURES LP CENTRAL INDEX KEY: 0000942263 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133784037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: E M WARBURG PINCUS & CO INC STREET 2: 466 LEXINGTON AVE 10TH FL CITY: NEW YORK STATE: NY ZIP: 10017-3147 SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* VitalCom Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 927917 10 4 ------------- (CUSIP Number) Stephen Distler E.M. Warburg Pincus & Co., Inc., 466 Lexington Avenue New York, New York 10017 (212) 878-0600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with a copy to - Barry E. Taylor Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 December 3, 1996 ---------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box[ ]. Check the following box if a fee is being paid with the statement [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) * 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). 2 SCHEDULE 13D CUSIP NO. 927917 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus Ventures, L.P. I.D. #13-3784037 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,782,264 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 3,782,264 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,782,264 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- 3 SCHEDULE 13D CUSIP NO. 927917 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus & Co. I.D. #13-635847 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,782,264 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 3,782,264 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,782,264 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- 4 SCHEDULE 13D CUSIP NO. 927917 10 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON E.M. Warburg, Pincus & Co. I.D. #13-3536050 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -0- SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 3,782,264 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 3,782,264 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,782,264 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -4- 5 SCHEDULE 13D This Amendment No. 2 to Schedule 13D is being filed on behalf of Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("Ventures"), Warburg, Pincus & Co., a New York general partnership ("WP"), and E.M. Warburg, Pincus & Company, a New York general partnership ("E.M. Warburg"), relating to the Common Stock, par value $.0001 (the "Common Stock"), of VitalCom Inc., a Delaware corporation (the "Company"). Ventures, WP and E.M. Warburg are hereinafter collectively referred to as the "Reporting Entities." Of the Reporting Entities, only Ventures has acquired direct ownership of voting power relating to the Common Stock. This statement amends and restates, in its entirety, the Schedule 13D filed by the Reporting Entities on October 29, 1996, as amended and filed on November 8, 1996, and is being filed pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Item 1. Security and Issuer. This statement relates to the Company's Common Stock. The principal executive offices of the Company are located at 15222 Del Amo Avenue, Tustin, CA 92680. Item 2. Identity and Background. a. This statement is filed by Ventures, WP and E.M. Warburg. The sole general partner of Ventures is WP. Lionel I. Pincus is the managing partner of WP and may be deemed to control it. E.M. Warburg, which has the same general partners as WP, manages Ventures. WP has a 15% interest in the profits of Ventures as the general partner, and also owns approximately 1.24% of the limited partnership interests in Ventures. The general partners of WP and E.M. Warburg are described in Schedule I hereto. Each of the general partners of WP and E.M. Warburg disclaim beneficial ownership (within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise) of the securities. The Reporting Entities may be deemed to be a "group" under the Federal securities laws. Lionel I. Pincus disclaims any beneficial ownership of the Shares reported herein as being beneficially owned by the Reporting Entities. The general partners of WP and E.M. Warburg are described in Schedule I hereto. b. The address of the principal business and principal office of each of the Reporting Entities is 466 Lexington Avenue, New York, New York 10017. c. The principal business of Ventures is that of a partnership engaged in making venture capital and related investments. The principal business of WP is acting as general partner of Ventures, Warburg Pincus Investors, L.P., Warburg, Pincus Capital Company, L.P., Warburg, Pincus Capital Partners, L.P., and Warburg, Pincus Associates, L.P., and as a holding company for its ownership of securities of E.M. Warburg, Pincus & Co., Inc., the principal business of which is providing specialized financial advisory and investment counseling services. The principal business of E.M. Warburg is acting as manager of Ventures and Warburg, Pincus Investors, L.P. d. None of the Reporting Entities, nor, to the best of their knowledge, any of the directors, executive officers or general partners referred to in paragraph (a) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). -5- 6 e. None of the Reporting Entities nor, to the best of their knowledge, any of the directors, executive officers or general partners referred to in paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f. Except as otherwise indicated on Schedule I hereto, each of the individuals referred to in paragraph (a) above is a United States citizen. Item 3. Source and Amount of Funds or Other Compensation. The total amount of funds required by Ventures to purchase the Shares (as defined below) was $755,000, and was furnished from the working capital of Ventures. Item 4. Purpose of Transaction. On November 6 of 1996 and December 3, 1996, Ventures purchased in the open market 27,500 shares and 115,000 shares of Common Stock of the Company, respectively, (the "Shares"), at a price per share of $5.50 and $5.25, respectively, for an aggregate of 140,000 shares (collectively, the "Purchase"). The Purchase represents one and eight-tenths percent (1.8%) of the Company's total outstanding Common Stock. Prior to the Purchase, the Reporting Entities owned 3,639,764 shares of, or forty six and one-tenth percent (46.1%) of the Company's Common Stock. The Purchase was effected because of the Reporting Entities' belief that the Company represents an attractive investment. As a result of the Purchase, the Reporting Entities are the Company's largest stockholders and, hence, may be deemed to be "control persons." Following the Purchase, Ms. Elizabeth H. Weatherman, who is affiliated with E.M. Warburg, will continue serving on the Company's Board of Directors. Ms. Weatherman disclaims beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Common Stock owned by Ventures. The Reporting Entities presently expect to limit their involvement in the management of the Company to representation on the Board of Directors. The Reporting Entities may from time to time acquire additional shares of Common Stock or dispose of shares of Common Stock through open market or privately negotiated transactions, tender offer or otherwise, depending on existing market conditions and other considerations discussed below. The Reporting Entities intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of shares of Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Entities, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time not to increase, or to decrease, the size of their investment in the Company. Except as set forth herein or in Item 6, none of the Reporting Entities nor, to the best of their knowledge, any person listed in Schedule I hereto, has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a -6- 7 merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, By-Laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. a. Ventures beneficially owns 3,782,264 shares of Common Stock. By reason of their respective relationships with Ventures, each of the Reporting Entities may be deemed under Rule 13d-3 under the Exchange Act to own beneficially all of the shares of Common Stock which Ventures beneficially owns. Based on information contained in the Company's Form 10Q (File No. 0-27588), filed with the Securities and Exchange Commission on June 30, 1996, the shares of Common Stock held by the Reporting Entities represent approximately 47.9% of the outstanding shares of Common Stock. b. The Reporting Entities together share the power to vote or to direct the vote, and to dispose or to direct the disposition of the Shares held by them. c. None of the Reporting Entities nor, to the best of their knowledge, any person listed in Schedule I hereto, has effected any transactions in the Common Stock during the preceding 60 days. d. Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which is attached hereto as Exhibit 1 and is incorporated herein by reference. Except as described herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company. -7- 8 By virtue of the relationships among the Reporting Entities as described in Item 2, the Reporting Entities may be deemed to be a "group" under the Federal securities laws. Lionel I. Pincus disclaims any beneficial ownership of the Shares reported herein as being beneficially owned by the Reporting Entities. Item 7. Material to Be Filed as Exhibits. Joint Filing Agreement. -8- 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 11, 1996 WARBURG, PINCUS VENTURES, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Stephen Distler ------------------------------------ Stephen Distler Partner WARBURG, PINCUS & CO. By: /s/ Stephen Distler ------------------------------------ Stephen Distler Partner E.M. WARBURG, PINCUS & COMPANY By: /s/ Stephen Distler ------------------------------------ Stephen Distler Partner -9- 10 SCHEDULE I Set forth below is the name, position and present principal occupation of each of the general partners of Warburg, Pincus & Co. ("WP") and E.M. Warburg, Pincus & Company ("E.M. Warburg"). The sole general partner of Warburg, Pincus Ventures, L.P. ("Ventures") is WP. WP, E.M. Warburg and Ventures are hereinafter collectively referred to as the "Reporting Entities." Except as otherwise indicated, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States. General Partners of WP
Present Principal Occupation in Addition to Position with WP, and Positions with the Name Reporting Entities - -------------------------------- ------------------------------------------- Susan Black Partner, E.M. Warburg Christopher W. Brody Partner, E.M. Warburg Harold Brown Partner, E.M. Warburg Errol M. Cook Partner, E.M. Warburg W. Bowman Cutter Partner, E.M. Warburg Elizabeth B. Dater Partner, E.M. Warburg Stephen Distler Partner, E.M. Warburg Louis G. Elson Partner, E.M. Warburg John L. Furth Partner, E.M. Warburg Stuart M. Goode Partner, E.M. Warburg Stewart K.P. Gross Partner, E.M. Warburg Patrick T. Hackett Partner, E.M. Warburg Jeffrey A. Harris Partner, E.M. Warburg Robert S. Hillas Partner, E.M. Warburg A. Michael Hoffman Partner, E.M. Warburg William H. Janeway Partner, E.M. Warburg Douglas M. Karp Partner, E.M. Warburg Charles R. Kaye Partner, E.M. Warburg Henry Kressel Partner, E.M. Warburg Joseph P. Landy Partner, E.M. Warburg Sidney Lapidus Partner, E.M. Warburg Reuben S. Leibowitz Partner, E.M. Warburg Stephen J. Lurito Partner, E.M. Warburg
-10- 11
Present Principal Occupation in Addition to Position with WP, and Positions with the Name Reporting Entities - -------------------------------- ------------------------------------------- Spencer S. Marsh III Partner, E.M. Warburg Edward J. McKinley Partner, E.M. Warburg Rodman W. Moorhead III Partner, E.M. Warburg Howard H. Newman Partner, E.M. Warburg Anthony G. Orphanos Partner, E.M. Warburg Daphne D. Philipson Partner, E.M. Warburg Lionel I. Pincus Managing Partner, E.M. Warburg; Managing Partner, Pincus & Co. Eugene L. Podsiadlo Partner, E.M. Warburg Ernest H. Pomerantz Partner, E.M. Warburg Arnold M. Reichma Partner, E.M. Warburg Roger Reinlieb Partner, E.M. Warburg John D. Santoleri Partner, E.M. Warburg Sheila N. Scott Partner, E.M. Warburg Peter Stalker III Partner, E.M. Warburg David A. Tanner Partner, E.M. Warburg James E. Thomas Partner, E.M. Warburg John L. Vogelstein Partner, E.M. Warburg Elizabeth H. Weatherman Partner, E.M. Warburg Joanne R. Wenig Partner, E.M. Warburg George U. Wyper Partner, E.M. Warburg Pincus & Co.* NL Co. **
- ------------------ * New York limited partnership; primary activity is ownership interest in WP and E.M. Warburg ** New York limited partnership; primary activity is ownership interest in WP -11- 12 General Partners of E.M. Warburg
Present Principal Occupation in Addition to Position with WP, and Positions with the Name Reporting Entities - -------------------------------- ------------------------------------------- Susan Black Partner, WP Christopher W. Brody Partner, WP Harold Brown Partner, WP Dale C. Christensen(1) Errol M. Cook Partner, WP W. Bowman Cutter Partner, WP Elizabeth B. Dater Partner, WP Stephen Distler Partner, WP Louis G. Elson Partner, WP John L. Furth Partner, WP Stuart M. Goode Partner, WP Stewart K.P. Gross Partner, WP Patrick T. Hackett Partner, WP Jeffrey A. Harris Partner, WP Robert S. Hillas Partner, WP A. Michael Hoffman Partner, WP William H. Janeway Partner, WP Douglas M. Karp Partner, WP Charles R. Kaye Partner, WP Richard H. King(2) Henry Kressel Partner, WP Joseph P. Landy Partner, WP Sidney Lapidus Partner, WP Reuben S. Leibowitz Partner, WP Stephen J. Lurito Partner, WP Spencer S. Marsh III Partner, WP Edward J. McKinley Partner, WP
- ----------------------- (1) Citizen of Canada. (2) Citizen of United Kingdom -12- 13
Present Principal Occupation in Addition to Position with WP, and Positions with the Name Reporting Entities - -------------------------------- ------------------------------------------- Rodman W. Moorhead III Partner, WP Howard H. Newman Partner, WP Anthony G. Orphanos Partner, WP Dalip Pathak(1) Daphne D. Philipson Partner, WP Lionel I. Pincus Managing Partner, WP; Managing Partner, Pincus & Co. Eugene L. Podsiadlo Partner, WP Ernest H. Pomerantz Partner, WP Arnold M. Reichman Partner, WP Roger Reinlieb Partner, WP John D. Santoleri Partner, WP Sheila N. Scott Partner, WP Dominic H. Shorthouse(2) Peter Stalker III Partner, WP David A. Tanner Partner, WP James E. Thomas Partner, WP John L. Vogelstein Partner, WP Elizabeth H. Weatherman Partner, WP Joanne R. Wenig Partner, WP George U. Wyper Partner, WP Pincus & Co. *
- -------------------------------- (1) Citizen of India. (2) Citizen of the United Kingdom. * New York limited partnership; primary activity is ownership interest in WP and E.M. Warburg -13- 14 JOINT FILING AGREEMENT This Agreement dated as of October 24, 1996 among Warburg, Pincus Ventures, L.P., a Delaware limited partnership; Warburg, Pincus & Co., a New York general partnership; and E.M. Warburg, Pincus & Company, a New York general partnership (collectively, the "Reporting Entities"). W I T N E S S E T H WHEREAS, the Reporting Entities may be required to file a statement, and amendments thereto, containing the information required by Schedule 13D pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), and Rule 13d-1 promulgated thereunder, in connection with the acquisition of shares of common stock of VitalCom Inc., a Delaware corporation; and WHEREAS, pursuant to Paragraph (f) of Rule 13d-1, the undersigned desire to satisfy any Schedule 13D filing obligation under Rule 13d-1 by a single joint filing. NOW, THEREFORE, in consideration of the foregoing, the undersigned hereto agree as follows: 1. The undersigned agree that any Statement on Schedule 13D to which this Agreement is attached, and any Amendments to such Statement, are filed on behalf of each one of them. 2. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. -14- 15 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered on the date above indicated. WARBURG, PINCUS INVESTORS, L.P. BY: WARBURG, PINCUS & CO. General Partner /S/ STEPHEN DISTLER ----------------------------------- BY: Stephen Distler, Partner WARBURG, PINCUS & CO. /S/ STEPHEN DISTLER ----------------------------------- BY: Stephen Distler, Partner E.M. WARBURG, PINCUS & COMPANY /S/ STEPHEN DISTLER ----------------------------------- BY: Stephen Distler, Partner -15- -----END PRIVACY-ENHANCED MESSAGE-----