UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
-----------------------
GT INTERACTIVE SOFTWARE CORP.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
36236E109
(CUSIP Number)
William E. Ford
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
November 1, 1999
(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(e), 1(f) or 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-1(a) 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).
<PAGE>
36236E109 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
36236E109 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 16, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
36236E109 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 19, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
36236E109 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
36236E109 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 54, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
36236E109 7
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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 -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 19,261,858
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
19,261,858
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,261,858
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
36236E109 9
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 2 (this "Amendment No. 2") to Schedule 13D (the
"Original 13D") is filed by the undersigned to amend and supplement the Schedule
13D, dated as of March 4, 1999, as amended by Amendment No. 1 thereto, dated as
of August 9, 1999 ("Amendment No. 1"), with respect to the shares of common
stock, par value $.01 per share (the "Common Stock"), of GT Interactive Software
Corp., a Delaware corporation (the "Company").
Item 1. Security and Issuer.
This Amendment No. 2 relates to the shares of Common Stock of the
Company. The address of the principal executive offices of the Company is 417
Fifth Avenue, New York, New York 10016. Capitalized terms used in this Amendment
and not defined herein shall have the meanings ascribed to such terms in
Amendment No. 1.
Item 2. Identity and Background.
Unchanged.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment No. 2 is being filed as a result of a recent acquisition
of Additional Warrants (as defined in Item 5(c) below) to purchase shares of
Common Stock. As more fully described in Item 5(c) below, the Additional
Warrants were acquired on November 1, 1999 pursuant to an adjustment provision
of the Warrant Agreement (as defined in Item 5(c) below).
<PAGE>
36236E109 10
In the event that the Additional Warrants are exercised, the source of the funds
to be used for the exercise of such Additional Warrants shall be contributions
from the partners of GAP 54 and GAPCO II.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons acquired the Additional Warrants for investment
purposes. The Reporting Persons may dispose of some or all of the shares of
Common Stock or Preferred Stock, Warrants, Options or outstanding subordinated
debt of the Company owned by them; provided that the Reporting Persons may also
acquire additional shares of Common Stock upon exercise of the Warrants or the
Options or otherwise or convert shares of Preferred Stock into shares of Common
Stock. In addition, as described in Item 5(c) below, the Reporting Persons may
acquire Additional Warrants (as defined in Item 5(c) below) upon the occurrence
of future Triggering Events (as defined in Item 5(c) below). Except as described
in this Item 4 or in Item 5(c) below, none of the Reporting Persons has any
other plans which relate to or would result in any of the items listed in
paragraphs (a) through (j) of Item 4.
<PAGE>
36236E109 11
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the date hereof, GAP, GAP 16, GAP 19, GAP II and
GAPCO each owns of record no shares of Common Stock, 4,184,545 shares of Common
Stock, 2,092,373 shares of Common Stock, 504,000 shares of Common Stock and
647,707 shares of Common Stock, respectively, or 0%, 4.9%, 2.5%, 0.6% and 0.8%,
respectively, of the Company's issued and outstanding shares of Common Stock. In
addition, as of the date hereof, (i) GAP 54 owns (x) shares of Preferred Stock
convertible into 4,897,440 shares of Common Stock or 5.8% of the Company's
issued and outstanding shares of Common Stock, (y) Warrants and Additional
Warrants to purchase 3,673,080 shares of Common Stock or 4.3% of the Company's
issued and outstanding shares of Common Stock and (z) Options to purchase
1,088,320 shares of Common Stock or 1.3% of the Company's issued and outstanding
shares of Common Stock and (ii) GAPCO II owns (x) shares of Preferred Stock
convertible into 1,102,560 shares of Common Stock or 1.3% of the Company's
issued and outstanding shares of Common Stock, (y) Warrants and Additional
Warrants to purchase 826,920 shares of Common Stock or 1.0% of the Company's
issued and outstanding shares of Common Stock and (z) Options to purchase
245,013 shares of Common Stock or 0.3% of the Company's issued and outstanding
shares of Common Stock. Accordingly, on an as converted and exercised basis, GAP
54 owns 9,658,840 shares of Common Stock or 11.4% of the Company's issued and
outstanding shares of Common Stock and GAPCO II owns 2,174,493 shares of Common
Stock or 2.6% of the Company's issued and outstanding shares of Common Stock.
<PAGE>
36236E109 12
By virtue of the fact that the GAP Managing Members are also
the general partners authorized and empowered to vote and dispose of the
securities held by GAPCO and GAPCO II, and that GAP is the general partner of
GAP 16, GAP 19, GAP II and GAP 54, the Reporting Persons may be deemed to share
voting power and the power to direct the disposition of the shares of Common
Stock owned by each of the Reporting Persons. Accordingly, as of the date
hereof, each of the Reporting Persons may be deemed to own beneficially an
aggregate of 19,261,858 shares of Common Stock or 22.7% of the Company's issued
and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to
direct the vote and the shared power to direct the disposition of the 19,261,858
shares of Common Stock that may be deemed to be owned beneficially by each of
them.
(c) On June 29, 1999, pursuant to the Warrant Agreement, dated
as of June 29, 1999 (the "Warrant Agreement"), among the Company, GAP 54, GAPCO
II, Joseph J. Cayre, Kenneth Cayre and Stanley Cayre, which Warrant Agreement is
attached as Exhibit 1 to Amendment No. 1, the Company issued to GAP 54, Warrants
to purchase, at an exercise price equal to $.01 per share, 408,120 shares of
Common Stock, and to GAPCO II, warrants to purchase, at an exercise price equal
to $.01 per share, 91,880 shares of Common Stock, in consideration of the
execution by GAP 54 and GAPCO II of the Commitment Letter, dated June 29, 1999
(the "Commitment Letter"), among the Company, First Union National Bank, as
Administrative Agent, GAP 54, GAPCO II and the other parties thereto. Pursuant
to the Commitment Letter, GAP 54 and GAPCO II agreed to make on July 30, 1999,
on an aggregate basis, a $20 million unsecured subordinated loan to the Company.
<PAGE>
36236E109 13
Pursuant to the Warrant Agreement, the aggregate number of
warrants automatically increased or increases, as the case may be, by the
following number of warrants (the "Additional Warrants") on the following dates
upon the occurrence of the following events (the "Triggering Events"): (i)
1,500,000 on July 30, 1999 if the parties to the Warrant Agreement make the
subordinated loans under the Commitment Letter, (ii) 2,500,000 on November 1,
1999 if the Company has not executed on or prior to October 31, 1999, an
agreement (a "Sale Agreement") relating to a recapitalization, reorganization,
merger, sale or other business combination transaction after the consummation of
which the stockholders of the Company do not hold at least a majority of the
voting power of the surviving person, (iii) 2,500,000 on the date of termination
of such Sale Agreement if the Company enters into such an agreement on or prior
to October 31, 1999, but such Sale Agreement thereafter terminates for any
reason, (iv) 3,000,000 on February 29, 2000 if the Company has not closed the
transactions contemplated by the Sale Agreement on or prior to February 28, 2000
and repaid in full the subordinated loans made pursuant to the Commitment
Letter, and (v) 3,000,000 on June 30, 2000 and the last day of each fiscal
quarter thereafter if the Company has not repaid in full during such quarter the
subordinated loans made pursuant to the Commitment Letter. The Additional
Warrants have an exercise price of $.01 per share. The Additional Warrants will
be allocated among GAP 54, GAPCO II and the other parties making the
subordinated loans as agreed upon by GAP 54, GAPCO II and such other parties.
<PAGE>
36236E109 14
As the Triggering Event described in clause (ii) of the
immediately preceding paragraph has occurred, the Company issued to GAP 54,
2,040,600 Additional Warrants to purchase shares of Common Stock and to GAPCO
II, 459,400 Additional Warrants to purchase shares of Common Stock. The Warrants
issued by the Company to GAP 54 and GAPCO II on June 29, 1999 and the Additional
Warrants issued by the Company to GAP 54 and GAPCO II on July 29, 1999 and
November 1, 1999 are referred to in this Amendment as the "Warrants". The
Warrants are exercisable at any time, provided that they expire on June 29,
2004.
(d) No person other than the persons listed 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, any securities owned by any member of the group.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to the Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
As noted above, the GAP Managing Members are the partners authorized
and empowered to vote and dispose of the securities held by GAPCO and GAPCO II,
and GAP is the partner authorized and empowered to vote and dispose of the
securities held by GAP 16, GAP 19, GAP II and GAP 54. Accordingly, GAP and any
of the GAP Managing Members may, from time to time, consult among themselves and
coordinate the voting and disposition of the Company's shares of Common Stock,
the conversion of the Company's shares of Preferred Stock, the exercise of the
Warrants and the Options and such other action taken on behalf of the Reporting
Persons with respect to the Company's shares
<PAGE>
36236E109 15
of Common Stock or Preferred Stock as they deem to be in the collective interest
of the Reporting Persons.
As described in Item 5(c) above, GAP 54 and GAPCO II are parties to (i)
the Warrant Agreement pursuant to which GAP 54 and GAPCO were granted the
Warrants and may receive Additional Warrants and (ii) the Letter Agreement and
the Option Agreement pursuant to which GAP 54 and GAPCO II were granted the
Options (as described in Amendment No. 1).
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Incorporate by reference the Warrant Agreement,
dated as of June 29, 1999, among the Company, GAP
54, GAPCO II and the other parties named therein
filed as Exhibit 1 to Amendment No. 1.
Exhibit 2: Incorporate by reference the Letter Agreement,
dated June 29, 1999, among GAP 54, GAPCO II, Joseph
J. Cayre, Kenneth Cayre and Stanley Cayre filed as
Exhibit 2 to Amendment No. 1.
Exhibit 3: Incorporate by reference the power of attorney
for GAP filed as Exhibit 5 to the Original 13D,
which provides Thomas J. Murphy with the requisite
power and authority to sign this Amendment No. 2 on
behalf of GAP.
Exhibit 4: Incorporate by reference the power of attorney
for GAPCO filed as Exhibit 5 to the Original 13D,
which provides Thomas J. Murphy with the requisite
power and authority to sign this Amendment No. 2 on
behalf of GAPCO.
Exhibit 5: Power of attorney, dated as of December 30, 1998,
providing Thomas J. Murphy with the requisite power
and authority to sign this Amendment No. 2 on behalf
of GAPCO II.
<PAGE>
36236E109 16
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 is true, complete
and correct.
Dated as of November 7, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 16, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
17
GENERAL ATLANTIC PARTNERS 19, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS II, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 54, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
18
Exhibit 5
---------
GAP COINVESTMENT PARTNERS II, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners II, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen, of full legal age, domiciled
at 16 Khakum Drive, Greenwich, CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 E. 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT
: ss. ###-##-####
COUNTY OF FAIRFIELD
On the 30th day of December 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes Notary Public
- -----------------
