SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
CORSAIR COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
220406 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Pamela K. Hagenah
Integral Capital Partners
2750 Sand Hill Road
Menlo Park, California 94025
(650) 233-0360
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 11, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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).
(Continued on following pages)
Page 1 of 29 Pages Exhibit Index
Contained on Page 11
<PAGE>
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CUSIP NO. 220406 10 2 13D Page 2 of 29 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integral Capital Management II, L.P. ("ICM2")
- --------------------------------------------------------------------------------
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (limited partnership)
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF 557,154 shares, of which 410,302 shares are
SHARES directly owned by Integral Capital Partners II,
BENEFICIALLY L.P. ("ICP2") and 146,852 shares are directly
OWNED BY EACH owned by Integral Capital Partners International
REPORTING II C.V. ("ICPI2"). ICM2 is the general partner of
PERSON ICP2 and the investment general partner of ICPI2.
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
557,154 shares (see response to Item 8)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
557,154 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 4.08%
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14 TYPE OF REPORTING PERSON* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 220406 10 2 13D Page 3 of 29 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integral Capital Management III, L.P. ("ICM3")
- --------------------------------------------------------------------------------
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (limited partnership)
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7 SOLE VOTING POWER -0-
------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF 137,007 shares, of which 111,647 shares are
SHARES directly owned by Integral Capital Partners III,
BENEFICIALLY L.P. ("ICP3") and 25,360 shares are directly
OWNED BY EACH owned by Integral Capital Partners International
REPORTING III L.P. ("ICPI3"). ICM3 is the general partner of
PERSON ICP3 and the investment general partner of ICPI3.
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
137,007 shares (see response to Item 8)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,007 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 1.00%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 220406 10 2 13D Page 4 of 29 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integral Capital Partners II, L.P. ("ICP2")
- --------------------------------------------------------------------------------
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (limited partnership)
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF 410,302 shares are directly owned by ICP2.
SHARES Integral Capital Management II, L.P. is the
BENEFICIALLY general partner of ICP2.
OWNED BY EACH
REPORTING
PERSON
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
410,302 shares (see response to Item 8)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
410,302 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 3.01%
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14 TYPE OF REPORTING PERSON* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 220406 10 2 13D Page 5 of 29 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integral Capital Partners International II, C.V. ("ICPI2")
- --------------------------------------------------------------------------------
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles (limited partnership)
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7 SOLE VOTING POWER -0-
------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF 146,852 shares are directly owned by ICPI2.
SHARES Integral Capital Management II, L.P. is the
BENEFICIALLY investment general partner of ICPI2.
OWNED BY EACH
REPORTING
PERSON
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
146,852 shares (see response to Item 8)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,852 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 1.08%
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14 TYPE OF REPORTING PERSON* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 220406 10 2 13D Page 6 of 29 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integral Capital Partners III, L.P. ("ICP3")
- --------------------------------------------------------------------------------
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (limited partnership)
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF 111,647 shares are directly owned by ICP3.
SHARES Integral Capital Management III, L.P. is the
BENEFICIALLY general partner of ICP3.
OWNED BY EACH
REPORTING
PERSON
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
111,647 shares (see response to Item 8)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,647 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 0.82%
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14 TYPE OF REPORTING PERSON* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 220406 10 2 13D Page 7 of 29 Pages
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Integral Capital Partners International III, L.P. ("ICPI3")
- --------------------------------------------------------------------------------
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS* WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands (limited partnership)
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
------------------------------------------------------------
NUMBER 8 SHARED VOTING POWER
OF 25,360 shares are directly owned by ICPI3.
SHARES Integral Capital Management III, L.P. is the
BENEFICIALLY investment general partner of ICPI3.
OWNED BY EACH
REPORTING
PERSON
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER -0-
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,360 shares (see response to Item 8)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,360 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 0.19%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 8 of 29
This statement constitutes Amendment No. 1 to the statement on
Schedule 13D of Corsair Communications, Inc. (the "Issuer") filed on January 26,
1998 (as so amended, the "Schedule 13D"), by and on behalf of Integral Capital
Management II, L.P., a Delaware limited partnership ("ICM2"), and Integral
Capital Management III, L.P., a Delaware limited partnership ("ICM3"). The
principal business address of ICM2 and ICM3 is 2750 Sand Hill Road, Menlo Park,
California 94025. Capitalized terms not defined herein have the meaning ascribed
to them in the Schedule 13D.
Only those items amended are reported herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Except as set forth herein, there are no contracts,
arrangements, understandings or relationships among ICM2 or ICM3 and any of the
persons named in Item 2 or between ICM2 or ICM3 and any other person with
respect to the Shares of the Issuer or the persons named in Item 2 and any other
person with respect to the Shares of the Issuer.
On May 11, 1998, Integral Capital Partners II, L.P. ("Integral
II") and Integral Capital Partners International II C.V. ("Integral
International II") each entered into a Stockholder Voting Agreement with Corsair
Communications, Inc. ("Corsair") and Subscriber Computing, Inc. ("SCI") pursuant
to which Integral II and Integral International II agreed to vote 178,500 shares
and 63,924 shares, respectively, of Corsair Communications Common Stock held by
them so as to facilitate consummation of the merger (the "Merger") of SCI
Acquisition Corporation, a wholly-owned subsidiary of Corsair with and into SCI.
Pursuant to the Stockholder Voting Agreement, each of Integral II and Integral
International II have granted an irrevocable proxy to the Board of Directors of
SCI to vote such shares in favor of approval of the Merger in accordance with
the terms and upon the conditions set forth therein
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A: Agreement of Joint Filing
Exhibit C: Stockholder Voting Agreement dated as of May 11,
1998 by and among Corsair Communications, Inc.,
Subscriber Computing and Integral Capital Partners
II, L.P.
Exhibit D: Stockholder Voting Agreement dated as of May 11,
1998 by and among Corsair Communications, Inc.,
Subscriber Computing and Integral Capital Partners
International II, C.V.
<PAGE>
Page 9 of 29
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: May 12, 1998
INTEGRAL CAPITAL MANAGEMENT II, L.P.
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL MANAGEMENT III, L.P.
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partners
INTEGRAL CAPITAL PARTNERS II, L.P.
By Integral Capital Management II, L.P.,
its General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL PARTNERS III, L.P.
By Integral Capital Management III, L.P.
its General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
<PAGE>
Page 10 of 29
INTEGRAL CAPITAL PARTNERS INTERNATIONAL II C.V.
By Integral Capital Management II, L.P.,
its Investment General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL PARTNERS INTERNATIONAL
III, L.P.
By Integral Capital Management III, L.P.,
its Investment General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
<PAGE>
Page 11 of 29
EXHIBIT INDEX
Found on
Sequentially
Exhibit Numbered Page
- ------- -------------
Exhibit A: Agreement of Joint Filing 12
Exhibit C: Stockholder Voting Agreement dated as of 14
May 11, 1998 by and among Corsair
Communications, Inc., Subscriber Computing
and Integral Capital Partners II, L.P.
Exhibit D: Stockholder Voting Agreement dated as of 22
May 11, 1998 by and among Corsair
Communications, Inc., Subscriber Computing
and Integral Capital Partners International
II, C.V.
<PAGE>
Page 12 of 29
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that they are filing jointly
pursuant to Rule 13d-1(f)(1) of the Act the statement dated May 12, 1998
containing the information required by Schedule 13D, for the 694,161 Shares of
the Common Stock of Corsair Communications, Inc., held by Integral Capital
Partners II, L.P., a Delaware limited partnership, Integral Capital Partners
International II C.V., a Netherlands Antilles limited partnership, Integral
Capital Partners III, L.P., a Delaware limited partnership, and Integral Capital
Partners International III, L.P., a Cayman Islands exempted limited partnership.
Date: May 12, 1998
INTEGRAL CAPITAL MANAGEMENT II, L.P.
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL MANAGEMENT III, L.P.
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL PARTNERS II, L.P.
By Integral Capital Management II, L.P.,
its General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL PARTNERS INTERNATIONAL II C.V.
By Integral Capital Management II, L.P.,
its Investment General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
<PAGE>
Page 13 of 29
INTEGRAL CAPITAL PARTNERS III, L.P.
By Integral Capital Management III, L.P.,
its General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
INTEGRAL CAPITAL PARTNERS INTERNATIONAL
III, L.P.
By Integral Capital Management III, L.P.,
its Investment General Partner
By: /s/ Pamela K. Hagenah
----------------------------------
Pamela K. Hagenah
a General Partner
<PAGE>
Page 14 of 29
EXHIBIT C
CORSAIR COMMUNICATIONS, INC.
STOCKHOLDER VOTING AGREEMENT
This Stockholder Voting Agreement (the "Agreement") is made and entered
into as of May 11, 1998 by and among Corsair Communications, Inc., a Delaware
corporation ("Corsair"), Subscriber Computing, Inc., a Delaware corporation
("SCI"), and the undersigned stockholder (the "Stockholder") of Corsair.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement (as defined below).
RECITALS
A. Concurrently with the execution of this Agreement, Corsair, SCI
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
Corsair ("Merger Sub"), and SCI have entered into an Agreement and Plan of
Reorganization, dated April 2, 1998 (the "Merger Agreement"), which provides,
among other things, for the merger (the "Merger") of Merger Sub with and into
SCI. Pursuant to the Merger Agreement, all of the issued and outstanding shares
of capital stock of SCI (the "SCI Capital Stock") and all of the outstanding
options and warrants to acquire shares of SCI Capital Stock will be converted
into the right to receive shares of the capital stock of Corsair (the "Corsair
Capital Stock") and options and warrants to acquire shares of Corsair Capital
Stock, respectively.
B. The Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with
the right to vote or to direct the vote of such number of shares of Capital
Stock as indicated on the signature page of this Agreement (the "Shares").
C. In consideration of the execution of the Merger Agreement by SCI,
the Stockholder agrees to restrict the transfer or disposition of any of the
Shares, agrees to vote or to direct the vote of the Shares and any other such
shares of Corsair Capital Stock that it may hold so as to facilitate
consummation of the Merger, and agrees to grant SCI an irrevocable proxy to vote
the Shares and any other such shares of Corsair Capital Stock upon the terms and
subject to the conditions set forth herein.
<PAGE>
Page 15 of 29
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants contained herein and other good and valuable consideration the receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. The Stockholder agrees, during
the period beginning on the date hereof and ending on the Expiration Date, not
to transfer, sell, exchange, pledge or otherwise dispose of or encumber
(collectively, "Transfer") any of the Shares. As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement or (ii) the termination of the Merger Agreement in
accordance with its terms.
1.2 New Shares. The Stockholder agrees that any shares of
Corsair Capital Stock that the Stockholder purchases or with respect to which
the Stockholder otherwise acquires beneficial ownership with the right to vote
or direct the voting of such shares, after the date of this Agreement and prior
to the Expiration Date (collectively, the "New Shares"), shall be subject to the
voting agreement set forth in Section 2 below.
2. Agreement to Vote Shares. At every meeting of the stockholders of
Corsair called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Corsair with respect to any of the following, the Stockholder shall vote or
direct the vote of the Shares and any New Shares: (i) in favor of approval of
the Merger Agreement and the Merger and in favor of any matter that could
reasonably be expected to facilitate the Merger and (ii) against approval of any
proposal made in opposition to or in competition with consummation of the Merger
and the Merger Agreement (each of the foregoing is referred to as an "Opposing
Proposal").
3. Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Stockholder agrees to deliver to SCI a proxy, which shall be
deemed to be coupled with an interest, in the form attached as Annex A (the
"Proxy"), which shall be irrevocable to the extent permitted by applicable law,
covering the total number of Shares of capital stock of Corsair beneficially
owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the
Stockholder set forth therein.
4. Representations, Warranties and Covenants of Stockholder. The
Stockholder represents, warrants and covenants to SCI as follows: the
Stockholder (i) is the beneficial owner of the Shares, which at the date of this
Agreement and at all times up until the Expiration Date will be free and clear
of any liens, claims, options, charges or other encumbrances, and (ii) has full
power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
-2-
<PAGE>
Page 16 of 29
5. Covenants of Corsair. Corsair hereby agrees and covenants that it
will not, and will not cause its stock transfer agent to, register the transfer
of any of the Shares on the stock transfer ledger of Corsair at any time prior
to the termination of this Agreement pursuant to Section 10.
6. Additional Documents. The Stockholder and Corsair hereby covenant
and agree to execute and deliver any additional documents reasonably necessary
or desirable to carry out the purpose and intent of this Agreement.
7. Consent and Waiver. The Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreement to which the Stockholder is a party or pursuant to
any rights the Stockholder may have.
8. Termination. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
9. Miscellaneous.
9.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
9.2 Binding Effect and Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the parties hereto may be assigned by
any of the parties without the prior written consent of the other parties.
9.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except by the execution and delivery
of a written agreement executed by the parties hereto.
9.4 Specific Performance; Injunctive Relief. The parties
acknowledge that Corsair will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
the Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Corsair upon any such violation,
Corsair shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to
Corsair at law or in equity.
9.5 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or mailed by registered or certified mail (return
receipt requested) or sent via facsimile (with
-3-
<PAGE>
Page 17 of 29
acknowledgment of complete transmission) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) If to Corsair, to:
Corsair Communications, Inc.
3408 Hillview Avenue
Palo Alto, CA 94304
Attention: CEO
Telephone No.: (650) 856-2677
Facsimile No.: (650) 493-3588
With a copy to:
Brobeck Phleger & Harrison LLP
550 West C Street, Suite 1300
San Diego, California 92101-3532
Attention: John A. Denniston
Telephone No.: (619) 234-1966
Facsimile No.: (619) 234-3848
(b) If to SCI, to:
Subscriber Computing, Inc.
18881 Von Karman Ave., Suite 450
Irvine, CA 92612
Attention: President
Telephone No.: (714) 260-1500
Facsimile No.: (714) 260-1515
With a copy to:
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive
17th Floor
Costa Mesa, CA 92626
Attention: William Simpson, Esq.
Telephone No.: (714) 668-6205
Facsimile No.: (714) 979-1921
(c) If to the Stockholder, to the address set forth
on the last page hereof.
-4-
<PAGE>
Page 18 of 29
9.6 Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by, construed and enforced in accordance with the internal
laws of the State of Delaware, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware. Corsair and the Stockholder irrevocably submit
to the jurisdiction of any state or federal court sitting in state of California
in any action or proceeding arising out of or related to this Agreement, and
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined in such state or federal court. The Stockholder
hereby irrevocably consents to the service of process which may be served in any
such action or proceeding by certified mail, return receipt requested, by
delivering a copy of such process to the Stockholder or by any other method
permitted by law.
9.7 Entire Agreement. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
9.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
CORSAIR COMMUNICATIONS, INC. STOCKHOLDER
Name: INTEGRAL CAPITAL PARTNERS II, L.P.
By:___________________________ By:___________________________
Name: Pamela K. Hagenah
Title: Title: General Partner
Stockholder's Address for Notice:
SUBSCRIBER COMPUTING, INC. 2750 Sand Hill Road
Menlo Park, CA 94025
By:___________________________
Name:
Title: Shares beneficially owned:
178,500 shares of Corsair Common Stock
[SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
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Annex A
IRREVOCABLE PROXY
to Vote
Corsair Communications, Inc. Stock
The undersigned stockholder of Corsair Communications, Inc., a Delaware
corporation ("Corsair"), hereby irrevocably (to the fullest extent permitted by
applicable law) appoints the directors on the Board of Directors of Subscriber
Computing, Inc., a Delaware corporation ("SCI"), and each of them, as the sole
and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the fullest extent that the undersigned is entitled to do so) with
respect to the shares of capital stock of Corsair indicated on the signature
page hereto, and any and all other shares or securities of Corsair issued or
issuable in respect thereof on or after the date hereof (collectively, the
"Shares") in accordance with the terms of this Proxy. The Shares are listed on
the final page of this Proxy, along with the number(s) of the share
certificate(s) which represent such Shares. Upon the undersigned's execution of
this Proxy, any and all prior proxies given by the undersigned with respect to
any Shares are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Shares until after the Expiration Date
(as defined below).
This Proxy is granted pursuant to that certain Stockholder Voting
Agreement, dated as of May 11, 1998, by and among Corsair, SCI and the
undersigned stockholder (the "Stockholder Agreement"), and is granted in
consideration of SCI entering into that certain Agreement and Plan of
Reorganization dated as of April 2, 1998 (the "Merger Agreement"), by and among
Corsair, SCI Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Corsair ("Merger Sub"), and SCI. The Merger Agreement provides,
among other things, for the merger of Merger Sub with and into SCI in accordance
with its terms (the "Merger"). As used herein, the term "Expiration Date" shall
mean the earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement or
(ii) the termination of the Merger Agreement in accordance with its terms.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents pursuant to applicable law) at every annual, special or
adjourned meeting of the stockholders of Corsair and in every written consent in
lieu of any such meeting: (a) in favor of approval of the Merger Agreement and
the Merger and in favor of any matter that could reasonably be expected to
facilitate the Merger and (b) against approval of any proposal made in
opposition to or in competition with the consummation of the Merger and the
Merger Agreement. The attorneys and proxies named above may not exercise this
Irrevocable Proxy on any other matter except as provided in clauses (a) and (b)
above. The undersigned stockholder may vote the Shares on all other matters.
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Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is deemed to be coupled with an interest and is irrevocable
(to the fullest extent permitted by Delaware Corporate Law). This Proxy shall
terminate, and be of no further force and effect, automatically upon the
Expiration Date.
Dated: May 11, 1998
STOCKHOLDER:
INTEGRAL CAPITAL PARTNERS II, L.P.
By:___________________________________
Pamela K. Hagenah
Title: General Partner
Shares beneficially owned: Certificate Nos.
-------------------------- ----------------
178,500 shares of Corsair Common Stock 94
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EXHIBIT D
CORSAIR COMMUNICATIONS, INC.
STOCKHOLDER VOTING AGREEMENT
This Stockholder Voting Agreement (the "Agreement") is made and entered
into as of May 11, 1998 by and among Corsair Communications, Inc., a Delaware
corporation ("Corsair"), Subscriber Computing, Inc., a Delaware corporation
("SCI"), and the undersigned stockholder (the "Stockholder") of Corsair.
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Merger Agreement (as defined below).
RECITALS
A. Concurrently with the execution of this Agreement, Corsair, SCI
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
Corsair ("Merger Sub"), and SCI have entered into an Agreement and Plan of
Reorganization, dated April 2, 1998 (the "Merger Agreement"), which provides,
among other things, for the merger (the "Merger") of Merger Sub with and into
SCI. Pursuant to the Merger Agreement, all of the issued and outstanding shares
of capital stock of SCI (the "SCI Capital Stock") and all of the outstanding
options and warrants to acquire shares of SCI Capital Stock will be converted
into the right to receive shares of the capital stock of Corsair (the "Corsair
Capital Stock") and options and warrants to acquire shares of Corsair Capital
Stock, respectively.
B. The Stockholder is the beneficial owner (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with
the right to vote or to direct the vote of such number of shares of Capital
Stock as indicated on the signature page of this Agreement (the "Shares").
C. In consideration of the execution of the Merger Agreement by SCI,
the Stockholder agrees to restrict the transfer or disposition of any of the
Shares, agrees to vote or to direct the vote of the Shares and any other such
shares of Corsair Capital Stock that it may hold so as to facilitate
consummation of the Merger, and agrees to grant SCI an irrevocable proxy to vote
the Shares and any other such shares of Corsair Capital Stock upon the terms and
subject to the conditions set forth herein.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants contained herein and other good and valuable consideration the receipt
of which is hereby acknowledged, the parties hereto agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. The Stockholder agrees, during
the period beginning on the date hereof and ending on the Expiration Date, not
to transfer, sell, exchange, pledge or otherwise dispose of or encumber
(collectively, "Transfer") any of the Shares. As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) such date and time as
the Merger shall become effective in accordance with the terms and provisions of
the Merger Agreement or (ii) the termination of the Merger Agreement in
accordance with its terms.
1.2 New Shares. The Stockholder agrees that any shares of
Corsair Capital Stock that the Stockholder purchases or with respect to which
the Stockholder otherwise acquires beneficial ownership with the right to vote
or direct the voting of such shares, after the date of this Agreement and prior
to the Expiration Date (collectively, the "New Shares"), shall be subject to the
voting agreement set forth in Section 2 below.
2. Agreement to Vote Shares. At every meeting of the stockholders of
Corsair called with respect to any of the following, and at every adjournment
thereof, and on every action or approval by written consent of the stockholders
of Corsair with respect to any of the following, the Stockholder shall vote or
direct the vote of the Shares and any New Shares: (i) in favor of approval of
the Merger Agreement and the Merger and in favor of any matter that could
reasonably be expected to facilitate the Merger and (ii) against approval of any
proposal made in opposition to or in competition with consummation of the Merger
and the Merger Agreement (each of the foregoing is referred to as an "Opposing
Proposal").
3. Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Stockholder agrees to deliver to SCI a proxy, which shall be
deemed to be coupled with an interest, in the form attached as Annex A (the
"Proxy"), which shall be irrevocable to the extent permitted by applicable law,
covering the total number of Shares of capital stock of Corsair beneficially
owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the
Stockholder set forth therein.
4. Representations, Warranties and Covenants of Stockholder. The
Stockholder represents, warrants and covenants to SCI as follows: the
Stockholder (i) is the beneficial owner of the Shares, which at the date of this
Agreement and at all times up until the Expiration Date will be free and clear
of any liens, claims, options, charges or other encumbrances, and (ii) has full
power and authority to make, enter into and carry out the terms of this
Agreement and the Proxy.
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Page 24 of 29
5. Covenants of Corsair. Corsair hereby agrees and covenants that it
will not, and will not cause its stock transfer agent to, register the transfer
of any of the Shares or New Shares on the stock transfer ledger of Corsair at
any time prior to the termination of this Agreement pursuant to Section 10.
6. Additional Documents. The Stockholder and Corsair hereby covenant
and agree to execute and deliver any additional documents reasonably necessary
or desirable to carry out the purpose and intent of this Agreement.
7. Consent and Waiver. The Stockholder hereby gives any consents or
waivers that are reasonably required for the consummation of the Merger under
the terms of any agreement to which the Stockholder is a party or pursuant to
any rights the Stockholder may have.
8. Termination. This Agreement and the Proxy delivered in connection
herewith shall terminate and shall have no further force or effect as of the
Expiration Date.
9. Miscellaneous.
9.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
9.2 Binding Effect and Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the parties hereto may be assigned by
any of the parties without the prior written consent of the other parties.
9.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except by the execution and delivery
of a written agreement executed by the parties hereto.
9.4 Specific Performance; Injunctive Relief. The parties
acknowledge that Corsair will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
the Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Corsair upon any such violation,
Corsair shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to
Corsair at law or in equity.
9.5 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or mailed by registered or certified mail (return
receipt requested) or sent via facsimile (with
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Page 25 of 29
acknowledgment of complete transmission) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
(a) If to Corsair, to:
Corsair Communications, Inc.
3408 Hillview Avenue
Palo Alto, CA 94304
Attention: CEO
Telephone No.: (650) 856-2677
Facsimile No.: (650) 493-3588
With a copy to:
Brobeck Phleger & Harrison LLP
550 West C Street, Suite 1300
San Diego, California 92101-3532
Attention: John A. Denniston
Telephone No.: (619) 234-1966
Facsimile No.: (619) 234-3848
(b) If to SCI, to:
Subscriber Computing, Inc.
18881 Von Karman Ave., Suite 450
Irvine, CA 92612
Attention: President
Telephone No.: (714) 260-1500
Facsimile No.: (714) 260-1515
With a copy to:
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive
17th Floor
Costa Mesa, CA 92626
Attention: William Simpson, Esq.
Telephone No.: (714) 668-6205
Facsimile No.: (714) 979-1921
(c) If to the Stockholder, to the address set forth
on the last page hereof.
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Page 26 of 29
9.6 Governing Law; Consent to Jurisdiction. This Agreement
shall be governed by, construed and enforced in accordance with the internal
laws of the State of Delaware, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Delaware. Corsair and the Stockholder irrevocably submit
to the jurisdiction of any state or federal court sitting in state of California
in any action or proceeding arising out of or related to this Agreement, and
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and determined in such state or federal court. The Stockholder
hereby irrevocably consents to the service of process which may be served in any
such action or proceeding by certified mail, return receipt requested, by
delivering a copy of such process to the Stockholder or by any other method
permitted by law.
9.7 Entire Agreement. This Agreement and the Proxy contain the
entire understanding of the parties in respect of the subject matter hereof and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
9.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Page 27 of 29
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
CORSAIR COMMUNICATIONS, INC. STOCKHOLDER
Name: INTEGRAL CAPITAL PARTNERS
INTERNATIONAL II, C.V.
By:_________________________ By:_______________________________________
Name: Pamela K. Hagenah
Title: Title: General Partner
Stockholder's Address for Notice:
SUBSCRIBER COMPUTING, INC. 2750 Sand Hill Road
Menlo Park, CA 94025
By:_________________________
Name:
Title: Shares beneficially owned:
63,924 shares of Corsair Common Stock
[SIGNATURE PAGE TO STOCKHOLDER VOTING AGREEMENT]
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Annex A
IRREVOCABLE PROXY
to Vote
Corsair Communications, Inc. Stock
The undersigned stockholder of Corsair Communications, Inc., a Delaware
corporation ("Corsair"), hereby irrevocably (to the fullest extent permitted by
applicable law) appoints the directors on the Board of Directors of Subscriber
Computing, Inc., a Delaware corporation ("SCI"), and each of them, as the sole
and exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and related
rights (to the fullest extent that the undersigned is entitled to do so) with
respect to the shares of capital stock of Corsair indicated on the signature
page hereto, and any and all other shares or securities of Corsair issued or
issuable in respect thereof on or after the date hereof (collectively, the
"Shares") in accordance with the terms of this Proxy. The Shares are listed on
the final page of this Proxy, along with the number(s) of the share
certificate(s) which represent such Shares. Upon the undersigned's execution of
this Proxy, any and all prior proxies given by the undersigned with respect to
any Shares are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Shares until after the Expiration Date
(as defined below).
This Proxy is granted pursuant to that certain Stockholder Voting
Agreement, dated as of May 11, 1998, by and among Corsair, SCI and the
undersigned stockholder (the "Stockholder Agreement"), and is granted in
consideration of SCI entering into that certain Agreement and Plan of
Reorganization dated as of April 2, 1998 (the "Merger Agreement"), by and among
Corsair, SCI Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Corsair ("Merger Sub"), and SCI. The Merger Agreement provides,
among other things, for the merger of Merger Sub with and into SCI in accordance
with its terms (the "Merger"). As used herein, the term "Expiration Date" shall
mean the earlier to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement or
(ii) the termination of the Merger Agreement in accordance with its terms.
The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting, consent and similar rights of the undersigned with respect
to the Shares (including, without limitation, the power to execute and deliver
written consents pursuant to applicable law) at every annual, special or
adjourned meeting of the stockholders of Corsair and in every written consent in
lieu of any such meeting: (a) in favor of approval of the Merger Agreement and
the Merger and in favor of any matter that could reasonably be expected to
facilitate the Merger and (b) against approval of any proposal made in
opposition to or in competition with the consummation of the Merger and the
Merger Agreement. The attorneys and proxies named above may not exercise this
Irrevocable Proxy on any other matter except as provided in clauses (a) and (b)
above. The
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Page 29 of 29
undersigned stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This Proxy is deemed to be coupled with an interest and is irrevocable
(to the fullest extent permitted by Delaware Corporate Law). This Proxy shall
terminate, and be of no further force and effect, automatically upon the
Expiration Date.
Dated: May 11, 1998
STOCKHOLDER:
INTEGRAL CAPITAL PARTNERS
INTERNATIONAL II, C.V.
By:_______________________________________
Pamela K. Hagenah
Title: General Partner
Shares beneficially owned: Certificate Nos.
-------------------------- ----------------
63,924 shares of Corsair Common Stock 95
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