UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(A).
(AMENDMENT NO. 9)*
MESSAGEMEDIA, INC.
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(Name of Issuer)
FIRST VIRTUAL HOLDINGS INCORPORATED
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(Former Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
337486 10 4
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(CUSIP Number)
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RONALD FISHER STEPHEN A. GRANT, ESQ.
SOFTBANK HOLDINGS INC. SULLIVAN & CROMWELL
10 LANGLEY ROAD, SUITE 403 125 BROAD STREET
NEWTON CENTER, MA 02159 NEW YORK, NY 10004
(617) 928-9300 (212) 558-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 31, 1998
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(Date of Event which Requires Filing of this Statement)
(Page 1 of 19 Pages)
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), 13d-1(f) or 13d-1(g), check the following box
|_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-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 (the "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).
SEC 1746(12-91)
<PAGE>
SCHEDULE 13D
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CUSIP NO. 337486 10 4 PAGE 2 OF 19 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK HOLDINGS INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
21,151,550(1)(2)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,321,217(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 21,151,550(1) (2)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,472,767(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.7%(1)(2)
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14 TYPE OF REPORTING PERSON*
HC, CO
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(1) See Item 5.
(2) SOFTBANK Holdings disclaims beneficial ownership of the the shares of
Common Stock directly or indirectly owned by SOFTBANK Technology, SOFTBANK
Advisors and STV.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 337486 10 4 PAGE 3 OF 19 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SOFTBANK TECHNOLOGY VENTURES IV L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
10,376,950(1)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,321,217(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,376,950(1)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,698,167(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.1%
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14 TYPE OF REPORTING PERSON*
PN
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(1) See Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 337486 10 4 PAGE 4 OF 19 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SOFTBANK AMERICA INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
21,151,550(1)(2)
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,321,217(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 21,151,550(1) (2)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,472,767(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.7%(1)(2)
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14 TYPE OF REPORTING PERSON*
CO
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(1) See Item 5.
(2) SOFTBANK America disclaims beneficial ownership of the shares of Common
Stock directly or indirectly owned by SOFTBANK Technology, SOFTBANK Advisors
and STV.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 337486 10 4 PAGE 5 OF 19 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
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7 SOLE VOTING POWER
22,031,038(1)(2)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,321,217(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 22,031,038(1)(2)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,352,255(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.9%(1)
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14 TYPE OF REPORTING PERSON*
HC, CO
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(1) See Item 5.
(2) SOFTBANK disclaims beneficial ownership of the shares of Common Stock
directly or indirectly owned by SOFTBANK Technology, SOFTBANK Advisors and STV.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 337486 10 4 PAGE 6 OF 19 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MASAYOSHI SON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
JAPAN
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7 SOLE VOTING POWER
22,031,038(1)(2)
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,321,217(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 22,031,038(1)(2)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,352,255(1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.9%(1)(2)
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14 TYPE OF REPORTING PERSON*
IN
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(1) See Item 5.
(2) Masayoshi Son disclaims beneficial ownership of the shares of Common
Stock directly or indirectly owned by SOFTBANK Technology, SOFTBANK Advisors
and STV.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 337486 10 4 PAGE 7 OF 19 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
STV IV LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
10,575,775(1)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,321,217(1)
OWNED BY ------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,575,775(1)
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,896,992(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%(1)
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14 TYPE OF REPORTING PERSON*
OO
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(1) See Items 4, 5 and 6.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 337486 10 4 PAGE 8 OF 19 PAGES
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This amendment amends and restates the Statement on Schedule 13D
originally filed by SOFTBANK Holdings (as defined herein), SOFTBANK Technology
(as defined herein), SOFTBANK (as defined herein), Son (as defined herein) and
STV (as defined herein) on May 11, 1998, as amended on June 4, 1998, June 15,
1998, June 23, 1998, June 29, 1998, August 24, 1998, August 31, 1998, September
10, 1998 and December 11, 1998 (as amended, the "Statement"), with respect to
the Common Stock (as defined herein) of MessageMedia, Inc., a Delaware
corporation formerly known as First Virtual Holdings Incorporated. In addition,
SOFTBANK America (as defined herein) hereby reports on Schedule 13D with respect
to shares of Common Stock beneficially owned by it.
The descriptions contained in this Statement of certain agreements and
documents are qualified in their entirety by reference to the complete texts of
such agreements and documents, which have been filed as exhibits to the Schedule
13D, as amended, and incorporated by reference herein. Capitalized terms used,
but not defined, herein shall have the meanings ascribed to them in the
Statement.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $0.001 per share
(the "Common Stock"), of MessageMedia, Inc., a Delaware corporation formerly
known as First Virtual Holdings Incorporated (the "Company"). The principal
executive offices of the Company are located at 4104 Sorrento Valley Boulevard,
Suite 200, San Diego, California 92121.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by SOFTBANK America Inc. ("SOFTBANK America"),
SOFTBANK Holdings Inc. ("SOFTBANK Holdings"), SOFTBANK Technology Ventures IV
L.P. ("SOFTBANK Technology"), SOFTBANK Corp. ("SOFTBANK"), Masayoshi Son ("Son")
and STV IV LLC ("STV" and, together with SOFTBANK America, SOFTBANK Holdings,
SOFTBANK Technology, SOFTBANK and Son, the "Reporting Persons").
(A), (B), (C) AND (F). The principal business offices of SOFTBANK
America are located at 300 Delaware Avenue, Suite 900, Wilmington, Delaware
19801. The principal business offices of SOFTBANK Holdings are located at 10
Langley Road, Suite 403, Newton Center, Massachusetts 02159. The principal
business offices of SOFTBANK Technology and STV are located at 333 West San
Carlos Street, Suite 1225, San Jose, California 95110. The principal business
offices of SOFTBANK are located at 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo
103-8501, Japan. Son's business address is 24-1, Nihonbashi-Hakozakicho,
Chuo-ku, Tokyo 103-8501, Japan.
SOFTBANK America is a Delaware corporation and is a wholly-owned
subsidiary of SOFTBANK Holdings. The principal business of SOFTBANK America is
to serve as a holding company for operations and investments of SOFTBANK.
SOFTBANK Holdings is a Delaware corporation and is a wholly-owned
subsidiary of SOFTBANK. The principal business of SOFTBANK America is to serve
as a holding company for operations and investments of SOFTBANK.
STV is a Delaware limited liability company and is 50% owned by
SOFTBANK America. STV serves as the general partner of SOFTBANK Technology.
SOFTBANK Technology is a Delaware limited partnership. SOFTBANK
Technology is an investment fund; its general partner is STV.
SOFTBANK is a corporation organized under the laws of Japan. SOFTBANK's
principal businesses include the provision of information and distribution
services and infrastructure for the digital information industry, the
distribution of computer software and network products and the publication of
Japanese computer technology magazines.
Son, a Japanese citizen, is the President, Chief Executive Officer and
a director of SOFTBANK. Son owns, directly and indirectly, an approximate 43.3%
interest in SOFTBANK.
The information contained on Schedules 1, 2, 3 and 4 are incorporated
by reference herein .
<PAGE>
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CUSIP NO. 337486 10 4 PAGE 9 OF 19 PAGES
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(D) AND (E). During the last five years, neither the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the persons listed
on Schedule 1, 2, 3 or 4, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction, and is or was, as a result of such proceeding, 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The purchases of the shares of Common Stock purchased by SOFTBANK
Holdings and SOFTBANK Technology as reported herein were funded by available
working capital of SOFTBANK Holdings and SOFTBANK Technology. The information
set forth in Item 4 with respect to transactions contemplated in the
Subscription Agreement (as defined herein) is incorporated herein by reference.
See also Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transactions by the Reporting Persons described in
this Statement was the acquisition of a controlling interest in the Company.
Pursuant to the Purchase Agreement, dated as of April 30, 1998 (the
"Purchase Agreement"), by and among the Company, SOFTBANK Holdings and SOFTBANK
Technology, SOFTBANK Holdings and SOFTBANK Technology each purchased 5,000,000
shares of Common Stock from the Company for a purchase price of $0.60 per share.
The transactions contemplated in the Purchase Agreement were consummated on June
25, 1998.
Pursuant to the Option Agreement, dated as of April 30, 1998 (the
"Option Agreement"), by and among SOFTBANK Technology, SOFTBANK Holdings and the
persons and entities whose names appear on the signature page thereof, SOFTBANK
Technology and SOFTBANK Holdings purchased options (the "Options") on 327 and
328 shares of Series A Convertible Preferred Stock of the Company (the
"Preferred Shares"), respectively. SOFTBANK Technology and SOFTBANK Holdings
exercised the Options on June 25, 1998. Upon exercise of the Options, each
Preferred Share was converted, pursuant to the Conversion Agreement referred to
below, into 9,096 shares of Common Stock.
Pursuant to the Promissory Note and Stock Purchase Agreement, dated as
of April 30, 1998 (the "Promissory Note and Stock Purchase Agreement"), by and
among SOFTBANK Holdings and holders of Promissory Notes (as defined herein) and
Common Stock of the Company listed on Exhibit A thereof, on June 25, 1998,
SOFTBANK Holdings purchased and such holders sold (1) 1,200,000 shares of Common
Stock and (2) promissory notes (the "Promissory Notes") in a principal amount of
$1,200,000. Pursuant to the Conversion Agreement, the Promissory Notes were
converted into 1,280,271 shares of Common Stock.
In connection with the execution of the Option Agreement and the
Promissory Note and Stock Purchase Agreement, SOFTBANK Holdings and SOFTBANK
Technology entered into a Conversion Agreement, dated as of April 30, 1998 (the
"Conversion Agreement"), with the Company providing for the conversion of the
Promissory Notes and the Preferred Shares into shares of Common Stock. Pursuant
to the Conversion Agreement, the Promissory Notes were converted into a number
of shares of Common Stock equal to the ratio determined by dividing (i) the
principal amount of, and accrued but unpaid interest owing on, the Promissory
Notes as of the date of conversion by (ii) $0.60, and each Preferred Share
tendered for conversion was converted into a number of shares of Common Stock
equal to (i) $5,458 divided by (ii) $0.60, rounded down to the nearest whole
share.
Immediately after consummation of the transactions contemplated in the
Purchase Agreement, the Option Agreement, the Promissory Note and Stock Purchase
Agreement and Conversion Agreement, SOFTBANK Technology transferred 183,399
shares of Common Stock to SOFTBANK Advisors (as defined in Item 6).
As part of a reorganization of the corporations controlled by SOFTBANK,
on December 31, 1998, pursuant to the Subscription Agreement, dated December 31,
1998 (the "Subscription Agreement")(attached hereto as Exhibit Q), between
SOFTBANK Holdings and SOFTBANK America, SOFTBANK Holdings subscribed to 100
shares of common stock of SOFTBANK America for a purchase price of $10.00 per
share, and, as an additional contribution to capital, SOFTBANK Holdings assigned
and transferred to SOFTBANK America all of its right, title and interest in,
inter alia, 10,575,775 shares of Common Stock, free and clear of all liens,
encumbrances, equities or claims.
<PAGE>
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CUSIP NO. 337486 10 4 PAGE 10 OF 19 PAGES
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The Reporting Persons may transfer the shares of Common Stock acquired
pursuant to the agreements described in this Statement to one or more of their
respective affiliates or entities in which they may or may not have minority
equity investments, although they currently have no specific plans to do so.
The Reporting Persons expect to explore from time to time a variety of
plans and proposals with respect to the Company which could relate to strategic
alliances or business combinations with third parties and/or equity investments
in the Company by third parties. There can be no assurance that the Reporting
Persons will develop any plans or proposals with respect to any of the foregoing
transactions or, even if such plans or proposals are developed, that any such
transactions will be consummated.
Other than as described herein, the Reporting Persons have no present
plans or proposals which relate to or would result in: (i) the acquisition by
any person of additional securities of the Company, or the disposition of
securities of the Company; (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (iv) any change in the present Board 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; (v) any
material change in the present capitalization or dividend policy of the Company;
(vi) any other material change in the Company's business or corporate structure;
(vii) changes in the Company's certificate of incorporation or by-laws or other
actions which may impede the acquisition of control of the Company by any
persons; (viii) 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;
(ix) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (x) any action similar to those enumerated
above (collectively, the "Specified Actions"). However, the Reporting Persons
intend to evaluate the proposed investment in the Company on an ongoing basis
and, depending on their evaluation of the business and prospects of the Company
and other factors that they may deem relevant, the Reporting Persons may
determine to dispose of such shares or acquire additional shares or take other
actions if market conditions or other business considerations, in the judgment
of the Reporting Persons, warrant. Such additional acquisitions may be effected
through open market purchases, privately negotiated transactions, tender offers
to existing holders or through direct negotiation with the Company. Such further
acquisitions, dispositions or other actions may or may not result in any of the
Specified Actions, and calculated as provided by Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All references to the agreement described in this Item 4 are qualified
in their entirety by the full text of such agreements, copies of which are
attached as Exhibits hereto and are incorporated by reference herein. This Item
4 hereby incorporates by reference the information set forth in Item 6 with
respect to contracts, arrangements, understandings or relationships with respect
to the securities of the Company. See also Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) AND (B).
By virtue of the Voting Agreement described in Item 6, pursuant to
which Mr. Stein, Mrs. Stein, Paymentech and First USA have agreed with SOFTBANK
Holdings and SOFTBANK Technology to vote their shares in furtherance of certain
mutual agreements, SOFTBANK Holdings, SOFTBANK Technology, SOFTBANK America,
SOFTBANK, Son and STV may be deemed to have shared power to vote the Capital
Stock (as defined herein) over which Mr. Stein, Mrs. Stein, Paymentech and First
USA have or share the power to vote. As of April 30, 1998, the aggregate number
of shares beneficially owned by Mr. Stein, Mrs. Stein, Paymentech and First USA
was 3,321,217, representing 8.5% of the Common Stock.
SOFTBANK Holdings.
As the sole shareholder of SOFTBANK America, SOFTBANK Holdings may be
deemed to be the beneficial owner and to have sole voting power and sole
dispositive power with respect to 21,151,550 shares of Common Stock. In
addition, by virtue of the Voting Agreement, SOFTBANK Holdings may be deemed to
have shared voting power with respect to 3,321,217 shares of Common Stock. As a
result of the foregoing, SOFTBANK Holdings may be deemed to be the beneficial
owner of an aggregate of 24,472,767 shares of Common Stock, comprising 62.7% of
the Common Stock (based on the number of shares of Common Stock outstanding as
of September 30, 1998, as disclosed by the Company in its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1998, filed on November 6,
1998, and calculated as provided by Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")). SOFTBANK Holdings disclaims
beneficial ownership of the Common Stock beneficially owned by SOFTBANK
Technology, SOFTBANK Advisors and STV.
<PAGE>
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CUSIP NO. 337486 10 4 PAGE 11 OF 19 PAGES
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SOFTBANK Technology.
SOFTBANK Technology is deemed to be the beneficial owner and to have
sole voting power and sole dispositive power with respect to 10,376,950 shares
of Common Stock. In addition, by virtue of the Voting Agreement, SOFTBANK
Technology may be deemed to have shared voting power with respect to 3,321,217
shares of Common Stock. As a result of the foregoing, SOFTBANK Technology may be
deemed to be the beneficial owner of an aggregate of 13,698,167 shares of Common
Stock, comprising 35.1% of the Common Stock (based on the number of shares of
Common Stock outstanding as of September 30, 1998, as disclosed by the Company
in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1998, filed on November 6, 1998, and calculated as provided by Rule 13d-3 under
the Exchange Act).
SOFTBANK America.
SOFTBANK America is deemed to be the beneficial owner and to have sole
voting power and sole dispositive power with respect to 10,575,775 shares of
Common Stock. In addition, as STV's general partner, SOFTBANK America may be
deemed to be the beneficial owner and to have sole voting power and sole
dispositive power with respect to an additional 10,575,775 shares of Common
Stock and shared voting power with respect to 3,321,217 shares of Common Stock.
As a result of the foregoing, SOFTBANK America may be deemed to be the
beneficial owner of an aggregate of 24,472,767 shares of Common Stock,
comprising 62.7% of the Common Stock (based on the number of shares of Common
Stock outstanding as of September 30, 1998, as disclosed by the Company in its
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998,
filed on November 6, 1998, and calculated as provided by Rule 13d-3 under the
Exchange Act). SOFTBANK America disclaims beneficial ownership of the Common
Stock beneficially owned by SOFTBANK Technology, SOFTBANK Advisors and STV.
SOFTBANK; Son.
As the parent of SOFTBANK Holdings and the direct and indirect owner of
an approximate 43.3% interest of SOFTBANK, respectively, SOFTBANK and Son each
may be deemed to be the beneficial owner and to have sole voting power and sole
dispositive power with respect to 21,151,550 shares of Common Stock and may be
deemed to have shared voting power with respect to 3,321,217 shares of Common
Stock. In addition, as a consequence of the consummation of the transactions
contemplated in the Plan of Reorganization described in Item 6, SOFTBANK and Son
each may be deemed to be the beneficial owner and to have sole voting power and
sole dispositive power with respect to the 879,488 shares of Common Stock
SOFTVEN acquired. As a result of the foregoing, SOFTBANK and Son each may be
deemed to be the beneficial owner of an aggregate of 25,352,255 shares of Common
Stock, comprising 64.9% of the Common Stock (based on the number of shares of
Common Stock outstanding as of September 30, 1998, as disclosed by the Company
in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1998, filed on November 6, 1998, and calculated as provided by Rule 13d-3 under
the Exchange Act). SOFTBANK and Son each disclaim beneficial ownership of the
Common Stock beneficially owned by SOFTBANK Technology, SOFTBANK Advisors and
STV.
STV.
As a general partner of SOFTBANK Technology and SOFTBANK Advisors, STV
may be deemed to be the beneficial owner and to have sole voting power and sole
dispositive power with respect to 10,575,775 shares of Common Stock and may be
deemed to have shared voting power with respect to 3,321,217 shares of Common
Stock. As a result of the foregoing, STV may be deemed to be the beneficial
owner of an aggregate of 13,896,992 shares of Common Stock, comprising 35.6% of
the Common Stock (based on the number of shares of Common Stock outstanding as
of September 30, 1998, as disclosed by the Company in its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1998, filed on November 6,
1998, and calculated as provided by Rule 13d-3 under the Exchange Act.
(C). None of the Reporting Persons, nor, to the best knowledge of the
Reporting Persons, any of the persons listed on Schedule 1, 2, 3 or 4 hereto,
has effected any transactions in the securities of the Company during the past
60 days other than those transactions described above.
(D) AND (E). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In connection with the execution of the Purchase Agreement, SOFTBANK
Holdings entered into a Loan Agreement, dated as of April 30, 1998 (the "Loan
Agreement"), with the Company. Under the Loan Agreement, SOFTBANK Holdings
agreed
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 12 OF 19 PAGES
- ------------------------ ---------------------------
to lend to the Company funds in an aggregate principal amount of up to
$1,500,000 in installments of not less than $200,000 per advance. The first loan
disbursement in the principal amount of $500,000 was made on April 30, 1998.
Loans made under the Loan Agreement matured on July 31, 1998.
Certain stockholders of the Company holding in the aggregate
approximately 42.3% of the shares of Common Stock outstanding as of April 30,
1998 (the "Stockholders") entered into a Stockholders' Agreement, dated as of
April 30, 1998 (the "Stockholders' Agreement"), in favor of SOFTBANK Technology
and SOFTBANK Holdings. Pursuant to the Stockholders' Agreement, each Stockholder
agreed that it would, at any meeting of stockholders of the Company, or in
connection with any written consent of stockholders of the Company, vote or
cause to be voted all shares of Common Stock then held of record or beneficially
owned by such Stockholder (i) in favor of the Stock Issuances (as defined
therein), the execution and delivery by the Company of the Purchase Agreement
and the approval of the terms thereof and each of the other actions contemplated
by the Purchase Agreement and the Stockholders' Agreement, and any actions
required in furtherance thereof; (ii) against any action or agreement that would
result in a breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Purchase Agreement;
and (iii) except as otherwise agreed to in writing in advance by SOFTBANK
Holdings and SOFTBANK Technology, against the following actions (other than the
Stock Issuances and the transactions contemplated by the Purchase Agreement):
(A) any extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or its subsidiaries; (B) a
sale, lease or transfer of all or substantially all of assets of the Company or
its subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or its subsidiaries; (C) any material change in the
capitalization of the Company or any amendment of the Company's Certificate of
Incorporation or By-laws which, in the case of the matters referred to in this
clause (C), is intended, or could reasonably be expected, to impede, delay or
adversely affect the Stock Issuances and the transactions contemplated by the
Purchase Agreement. Each Stockholder also agreed that it would not enter into
any agreement or understanding with any person or entity the effect of which
would be inconsistent with or violative of the provisions and agreements
contained in the Stockholders' Agreement and delivered to SOFTBANK Technology
and SOFTBANK Holdings irrevocable proxies to vote all of the shares of Common
Stock beneficially owned by them, together with any shares acquired by them in
any capacity after the date thereof, in the manner and with respect to the
matters set forth in the Stockholders' Agreement. The Stockholders' Agreement,
and the proxies delivered in connection therewith, terminated on June 25, 1998.
In connection with the execution of the Purchase Agreement, SOFTBANK
Holdings and SOFTBANK Technology entered into a Voting Agreement, dated as of
June 2, 1998 (the "Voting Agreement"), with Lee H. Stein ("Mr. Stein"), June L.
Stein ("Mrs. Stein"), Paymentech Merchant Services, Inc. ("Paymentech") and
First USA Financial, Inc. ("First USA") (collectively, the "Principal
Stockholders"), regarding the composition of the Company's Board of Directors.
Each party thereto agreed to vote all shares of capital stock of the Company
(the "Capital Stock") over which it has or shares voting power to ensure that
the Company's Certificate of Incorporation and By-laws provide for a Board of
Directors of no less than five and no more than seven directors. In addition,
the parties agreed that, for so long as the Voting Agreement remains in effect,
one member of the Company's Board of Directors will be the designee of (and must
at all times be acceptable to) Mr. Stein, one member of the Company's Board of
Directors will be the designee of (and must at all times be acceptable to)
Paymentech, and the remaining members of the Company's Board of Directors will
be designees of (and must at all times be acceptable to) SOFTBANK Holdings and
SOFTBANK Technology. The Voting Agreement became effective immediately upon the
occurrence of the Closing (as defined in the Purchase Agreement). All rights and
duties under the Voting Agreement terminate (1) as to all parties thereto, on
the second anniversary of the Closing Date (as defined in the Purchase
Agreement) and (2) as to any Principal Stockholder, at such time as such
Principal Stockholder beneficially owns less than 75% of the number of shares of
the Company's Common Stock beneficially owned by such Principal Stockholder as
of April 30, 1998.
In connection with the Promissory Notes purchased pursuant to the
Promissory Note and Stock Purchase Agreement, SOFTBANK Holdings entered into an
Assignment Agreement, dated as of June 24, 1998 (the "Assignment Agreement"),
with SOFTBANK Technology. Under the Assignment Agreement, SOFTBANK Holdings
assigned a 50% interest in each promissory Note purchased by SOFTBANK Holdings
pursuant to the Promissory Note and Stock Purchase Agreement, including, without
limitation, the right to receive shares of the Company's Common Stock from the
Company upon conversion of the principal of, and accrued interest on, the
Promissory Notes as provided by the Conversion Agreement.
The Company, SOFTBANK Holdings and SOFTBANK Technology entered into a
Supplementary Purchase Agreement, dated as of June 12, 1998 (the "Supplementary
Purchase Agreement"), pursuant to which SOFTBANK Holdings and SOFTBANK
Technology each purchased an additional 312,500 shares of Common Stock (the
"Additional Shares") on June 25, 1998 from the Company for a purchase price of
$1.20 per share.
<PAGE>
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CUSIP NO. 337486 10 4 PAGE 13 OF 19 PAGES
- ------------------------ ---------------------------
In connection with the Loan Agreement, SOFTBANK Holdings entered into a
Loan Assignment Agreement, dated as of June 19, 1998 (the "Loan Assignment
Agreement"), with Consolidated Email, Inc., a wholly-owned subsidiary of
SOFTBANK Technology. Under the Loan Assignment Agreement, SOFTBANK Holdings
assigned (i) its interest in and to all of its rights under the Loan Agreement
with respect to certain loans in a principal amount of $700,000 plus interest
(the "Assigned Loans") and (ii) a 50% interest in each promissory note delivered
in connection with the Assigned Loans. At the Closing, the principal of, and
accrued interest on, the promissory notes was converted into shares of Common
Stock, and such Common Stock is to be held by SOFTBANK Technology.
SOFTBANK Holdings, SOFTBANK Technology and E*TRADE Group, Inc.
("E*TRADE") entered into a Stock Purchase Agreement, dated as of June 23, 1998
(the "Stock Purchase Agreement"), pursuant to which on June 25, 1998 SOFTBANK
Holdings and SOFTBANK Technology sold 416,667 and 416,666 shares of Common
Stock, respectively, to E*TRADE for a purchase price of $0.60 per share.
The Company entered into an Agreement and Plan of Reorganization, dated
as of August 20, 1998 (the "Plan of Reorganization"), by and among the Company,
Epub Holdings, Inc., Email Publishing, Inc. ("Epub") and certain stockholders of
Epub, including SOFTVEN No. 2 Investment Enterprise Partnership, a Japanese
partnership ("SOFTVEN"). SOFTBANK is the sole shareholder of SOFTVENTURE Capital
Co., Ltd., Inc., a Japanese corporation that serves as the general partner of
SOFTVEN. SOFTVEN owned 400,000 shares of Series A Preferred Stock of Epub and,
after consummation of the Plan of Reorganization on December 9, 1998, acquired
879,488 shares of Common Stock in exchange for its shares of Epub capital stock.
In connection with the execution of the Plan of Reorganization,
SOFTBANK Holdings and SOFTBANK Technology entered into a Voting Agreement, dated
as of August 20, 1998 (the "Epub Voting Agreement"), with Epub, Lee H. Stein,
Paymentech and First USA. Each party thereto agreed to vote all shares of
Capital Stock over which it has or shares voting power in favor of approval and
adoption of the Plan of Reorganization and approval of the merger contemplated
therein and in favor of any other actions contemplated by the Plan of
Reorganization or required in furtherance of the merger contemplated therein
which are submitted to a vote of the stockholders of the Company. Each of Lee H.
Stein, SOFTBANK Holdings, SOFTBANK Technology, Paymentech and First USA
delivered to the Board of Directors of Epub irrevocable proxies to vote all of
their shares of Common Stock beneficially owned by them together with any
acquired by them in any capacity after the date thereof, in the manner and with
respect to the matters set forth in the Epub Voting Agreement. The voting
obligation of each of Lee H. Stein, SOFTBANK Holdings, SOFTBANK Technology,
Paymentech and First USA under the Epub Voting Agreement and the irrevocable
proxies delivered pursuant thereto terminated on December 9, 1998.
Pursuant to the Purchase Agreement, dated as of September 4, 1998 (the
"September 1998 Purchase Agreement"), by and among the Company, SOFTBANK
Holdings, SOFTBANK Technology and SOFTBANK Technology Advisors Fund, L.P.
("SOFTBANK Advisors"), SOFTBANK Holdings, SOFTBANK Technology and SOFTBANK
Advisors each purchased 820,513, 805,087 and 15,426 shares of Common Stock,
respectively, from the Company for a purchase price of $2.4375 per share.
SOFTBANK Advisors is a Delaware limited partnership, and its general partner is
STV. The transactions contemplated in the September 1998 Purchase Agreement were
consummated on September 9, 1998.
Except as described in this Statement, none of the Reporting Persons,
nor to the best knowledge of the Reporting Persons, any of the persons listed on
Schedule 1, 2, 3 or 4 hereto, has any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the
Company, including, but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
All references to the agreements described in this Item 6 are qualified
in their entirety by the full text of such agreements, copies of which are
attached as Exhibits hereto and are incorporated by reference herein. The
information set forth in Item 4 is incorporated by reference in this Item 6. See
also Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement of Joint Filing, dated as of January 11, 1999,
by and among SOFTBANK America, SOFTBANK Holdings,
SOFTBANK Technology, SOFTBANK, Son and STV
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 14 OF 19 PAGES
- ------------------------ ---------------------------
Exhibit B Power of Attorney (incorporated by reference to Exhibit
24 to the Statement on Schedule 13G filed by SOFTBANK,
Son and SOFTBANK Ventures, Inc. on February 18, 1998 with
respect to Concentric Network Corporation).
Exhibit C Stockholders' Agreement, dated as of April 30, 1998, by
the stockholders of the Company whose names appear on the
signature page thereof, in favor of SOFTBANK Technology
and SOFTBANK Holdings (filed previously on June 4, 1998)
Exhibit D Purchase Agreement, dated as of April 30, 1998, by and
among the Company, SOFTBANK Holdings and SOFTBANK
Technology (filed previously on May 11, 1998)
Exhibit E Option Agreement, dated as of April 30, 1998, by and
among SOFTBANK Technology, SOFTBANK Holdings and the
persons and entities whose names appear on the signature
page thereof (filed previously on June 4, 1998)
Exhibit F Promissory Note and Stock Purchase Agreement, dated as of
April 30, 1998, by and among SOFTBANK Holdings and the
holders of Promissory Notes and Common Stock of the
Company listed on Exhibit A thereto (filed previously on
May 11, 1998)
Exhibit G Conversion Agreement, dated as of April 30, 1998, by and
among the Company, SOFTBANK Technology and SOFTBANK
Holdings (filed previously on May 11, 1998)
Exhibit H Loan Agreement, dated as of April 30, 1998, by and among
the Company and SOFTBANK Holdings (filed previously on
May 11, 1998)
Exhibit I Voting Agreement, dated as of June 2, 1998, by and among
SOFTBANK Holdings, SOFTBANK Technology, Lee H. Stein,
June L. Stein, Paymentech Merchant Services, Inc. and
First USA Financial, Inc. (filed previously on June 4,
1998)
Exhibit J Supplementary Purchase Agreement, dated as of June 12,
1998, by and among the Company, SOFTBANK Holdings and
SOFTBANK Technology (filed previously on June 15, 1998)
Exhibit K Loan Assignment Agreement, dated as of June 19, 1998, by
and among SOFTBANK Holdings and Consolidated Email, Inc.
(filed previously on June 23, 1998)
Exhibit L Stock Purchase Agreement, dated as of June 23, 1998, by
and among SOFTBANK Holdings, SOFTBANK Technology and
E*TRADE Group, Inc. (filed previously on June 29, 1998)
Exhibit M Assignment Agreement, dated as of June 24, 1998, between
SOFTBANK Holdings and SOFTBANK Technology (filed
previously on June 29, 1998)
Exhibit N Agreement and Plan of Reorganization, dated as of August
20, 1998, by and among the Company, EPub Holdings, Inc.,
Email Publishing, Inc., the stockholders listed on the
signature pages thereto and Chase Manhattan Bank and
Trust Company, N.A. (filed previously on August 24, 1998)
Exhibit O Voting Agreement, dated as of August 20, 1998, between
Epub, SOFTBANK Holdings, SOFTBANK Technology, Lee H.
Stein, Paymentech and First USA (filed previously on
August 31, 1998)
Exhibit P Purchase Agreement, dated as of September 4, 1998, by and
among the Company, SOFTBANK Holdings, SOFTBANK Technology
and SOFTBANK Advisors (filed previously on September 10,
1998)
Exhibit Q Subscription Agreement, dated December 31, 1998, by
SOFTBANK Holdings to SOFTBANK America
Exhibit R Power of Attorney
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 15 OF 19 PAGES
- ------------------------ ---------------------------
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.
January 11, 1999 SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
---------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
SOFTBANK TECHNOLOGY VENTURES IV L.P.
By: STV IV LLC
Its General Partner
By: /s/ Stephen A. Grant
-----------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
SOFTBANK AMERICA
By: /s/ Stephen A. Grant
---------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
SOFTBANK CORPORATION
By: /s/ Stephen A. Grant
---------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
MASAYOSHI SON
By: /s/ Stephen A. Grant
---------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
STV IV LLC
By: /s/ Stephen A. Grant
---------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 16 OF 19 PAGES
- ------------------------ ---------------------------
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK AMERICA
----------------------------------------------------
The business address for each of the individuals listed below, except
Masayoshi Son, Yoshitaka Kitao and Hitoshi Hasegawa, is 10 Langley Road, Suite
403, Newton Center, Massachusetts 02159. The business address for Masayoshi Son,
Yoshitaka Kitao and Hitoshi Hasegawa is 24-1, Nihonbashi-Hakozakicho, Chuo-ku,
Tokyo 103-8501, Japan.
All directors and executive officers listed below are United States
citizens, except Masayoshi Son, Yoshitaka Kitao and Hitoshi Hasegawa, each a
citizen of Japan.
<TABLE>
<CAPTION>
NAME POSITION PRESENT AND PRINCIPAL OCCUPATION
- ---- -------- --------------------------------
<S> <C> <C>
Masayoshi Son Chairman and Director President and Chief Executive Officer of SOFTBANK
Ronald D. Fisher Vice Chairman and Director Vice Chairman of SOFTBANK Holdings
Yoshitaka Kitao Director Executive Vice President and Chief Financial Officer of
SOFTBANK
Steven Murray Treasurer Controller of SOFTBANK Holdings
Hitoshi Hasegawa Secretary General Counsel of SOFTBANK
</TABLE>
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 17 OF 19 PAGES
- ------------------------ ---------------------------
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK HOLDINGS
-----------------------------------------------------
The business address for each of the individuals listed below, except
Masayoshi Son, Yoshitaka Kitao and Stephen A. Grant, is 10 Langley Road, Suite
403, Newton Center, Massachusetts 02159. The business address for Masayoshi Son
and Yoshitaka Kitao is 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-8501,
Japan. The business address for Stephen A. Grant is 125 Broad Street, New York,
New York 10004.
All directors and executive officers listed below are United States
citizens, except Masayoshi Son and Yoshitaka Kitao, each a citizen of Japan.
<TABLE>
<CAPTION>
NAME POSITION PRESENT AND PRINCIPAL OCCUPATION
- ---- -------- --------------------------------
<S> <C> <C>
Masayoshi Son Chairman and Director President and Chief Executive Officer of SOFTBANK
Ronald D. Fisher Vice Chairman and Director Vice Chairman of SOFTBANK Holdings
Yoshitaka Kitao Director Executive Vice President and Chief Financial Officer of
SOFTBANK
Gary Rieschel Senior Vice President Executive Managing Director of STV
Stephen A. Grant Secretary Partner, Sullivan & Cromwell.
Thomas L. Wright Vice President and Treasurer Treasurer of Ziff-Davis Inc.
Louis Demarco Vice President-Tax Vice President-Tax of SOFTBANK Holdings
Charles R. Lax Vice President Managing Director of STV
</TABLE>
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 18 OF 19 PAGES
- ------------------------ ---------------------------
SCHEDULE 3
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK CORPORATION
--------------------------------------------------------
The business address for each of the individuals listed below, except
Ronald D. Fisher, is 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-8501,
Japan. The business address for Ronald D. Fisher is 10 Langley Road, Suite 403,
Newton Center, Massachusetts 02159.
Each of the individuals listed below is a Japanese citizen, except for
Ronald D. Fisher, a citizen of the United States.
<TABLE>
<CAPTION>
NAME POSITION PRESENT AND PRINCIPAL OCCUPATION
- ---- -------- --------------------------------
<S> <C> <C>
Masayoshi Son President, Chief Executive President and Chief Executive Officer of SOFTBANK
and Director
Ken Miyauchi Executive Vice President, Executive Vice President and director of SOFTBANK
Software & Network Products
Division, and Director
Norikazu Ishikawa Executive Vice President, Executive Vice President of SOFTBANK
Human Resources and General
Affairs Division, and Director
Yoshitaka Kitao Executive Vice President, Executive Vice President and Chief Financial Officer of
Chief Financial Officer and SOFTBANK
Director
Makoto Okazaki Executive Vice President, Executive Vice President of SOFTBANK
Publishing Division, and
Director
Takashi Eguchi Director President and Chief Executive Officer of PASONA SOFTBANK
Inc.
Ronald D. Fisher Director Vice Chairman of SOFTBANK Holdings
Katsura Sato Full-Time Corporate Auditor Full-Time Corporate Auditor of SOFTBANK
Saburo Kobayashi Corporate Auditor Corporate Auditor of SOFTBANK
Hidekazu Kubokawa Corporate Auditor Corporate Auditor of SOFTBANK
Masahiro Inoue Director President and Chief Executive Officer of Yahoo Japan Corporation
Eric Hippeau Director Chairman and Chief Executive Officer of Ziff-Davis, Inc.
Mitsuo Sano Full-Time Corporate Auditor Full-Time Corporate Auditor of SOFTBANK
</TABLE>
<PAGE>
- ------------------------ ---------------------------
CUSIP NO. 337486 10 4 PAGE 19 OF 19 PAGES
- ------------------------ ---------------------------
SCHEDULE 4
OFFICERS OF STV
---------------
The business address for each of the individuals listed below is 333
West San Carlos Street, Suite 1225, San Jose, California 95110. Each of the
individuals listed below is a United States citizen.
<TABLE>
<CAPTION>
NAME POSITION PRESENT AND PRINCIPAL OCCUPATION
- ---- -------- --------------------------------
<S> <C> <C>
Bradley A. Feld Managing Director Managing Director of STV
Charles R. Lax Managing Director Managing Director of STV
Gary Rieschel Executive Manager Director Executive Managing Director of STV
E. Scott Russell Managing Director Managing Director of STV
Ronald D. Fisher Administrative Managing Vice Chairman of SOFTBANK Holdings
Director
</TABLE>
EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D, and any amendments thereto, with
respect to the Common Stock, par value $0.001 per share, of MessageMedia, Inc.
and that this agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this
Agreement as of January 11, 1999.
SOFTBANK AMERICA INC. SOFTBANK CORPORATION
By: /s/ Stephen A. Grant By: /s/ Stephen A. Grant
-------------------- ----------------------------
Name: Stephen A. Grant Name: Stephen A. Grant
Title: Attorney-in-Fact Title: Attorney-in-Fact
SOFTBANK HOLDINGS INC. MASAYOSHI SON
By: /s/ Stephen A. Grant By: /s/ Stephen A. Grant
-------------------- ----------------------------
Name: Stephen A. Grant Name: Stephen A. Grant
Title: Attorney-in-Fact Title: Attorney-in-Fact
SOFTBANK TECHNOLOGY VENTURES IV L.P. STV IV LLC
By: /s/ Stephen A. Grant By: /s/ Stephen A. Grant
-------------------- ----------------------------
Name: Stephen A. Grant Name: Stephen A. Grant
Title: Attorney-in-Fact Title: Attorney-in-Fact
EXHIBIT R
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that SOFTBANK Technology Ventures IV
L.P., SOFTBANK Technology Ventures IV LLC, and SOFTBANK Technology Advisors Fund
L.P. (each a "Grantor") each have made, constituted and appointed, and by these
presents does make, constitute and appoint, each of Ronald D. Fisher and Stephen
A. Grant (each an "Attorney"), the true and lawful agent and attorney-in-fact,
with full power of substitution and resubstitution, of the Grantor, for and in
Grantor's name, place and stead, in any and all capacities, to do all or any of
the following acts, matters and things in connection with the contribution of
the securities of the issuers enumerated on Annex A hereto to SOFTBANK America
Inc. by SOFTBANK Holdings Inc.:
1. To sign on behalf of the Grantor statements on Schedule 13D or
13G, or amendments thereto pursuant to Section 13(d) under the
Securities Exchange Act of 1934.
2. To do all such other acts and things as, in such Attorney's
discretion, he deems appropriate or desirable for the purpose of
filing such statements on Schedule 13D or 13G, or amendments
thereto.
3. To appoint in writing one or more substitutes who shall have the
power to act on behalf of the Grantor as if that substitute or
those substitutes shall have been originally appointed Attorney(s)
by this Power of Attorney and/or to revoke any such appointment at
any time without assigning any reason therefor.
The Grantor hereby ratifies and confirms all that said agents and
attorneys-in-fact or any substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
The words Grantor and Attorney shall include all grantors and attorneys
under this Power of Attorney.
IN WITNESS WHEREOF, the Grantor duly assents to this Power of Attorney
by his signature as of the 11th day of January 1999.
SOFTBANK TECHNOLOGY VENTURES IV L.P.
By: STV IV LLC
Its General Partner
By: /s/ Gary Rieschel
-----------------------------------
Name: Gary Rieschel
Title: Executive Managing Director
SOFTBANK AMERICA
By: /s/ Stephen A. Grant
----------------------------------------
Name: Stephen A. Grant
Title: Attorney-in-Fact
STV IV LLC
By: /s/ Gary Rieschel
----------------------------------------
Name: Gary Rieschel
Title: Executive Managing Director
<PAGE>
Annex A to Power of Attorney
Issuers
GeoCities Inc.
Message Media Inc.
Exhibit Q
----------
This exhibit contains excerpts from the Subscription Agreement,
pursuant to which SOFTBANK Holdings Inc. transferred the securities of
MessageMedia Inc., as described in Item 4 of Schedule 13D.
<PAGE>
10 Langley Road, Suite 403
[SOFTBANK LOGO] SOFTBANK HOLDINGS INC. Newton Center, MA 02169-1971
Tel (617) 928-9300
Fax (617) 928-3301
December 31, 1998
SOFTBANK American Inc.
300 Delaware Avenue, Suite 900
Wilmington, DE 19801
Dear Sirs:
We hereby subscribe to 100 shares of Common Stock, par value $1.00 per
share, of SOFTBANK America Inc. for a purchase price of $10 per share.
As an additional contribution to capital, we hereby assign and transfer
to SOFTBANK America Inc. all our right, title and interest in the securities
listed in Annex A hereto, free and clear of all liens, encumbrances, equities or
claims.
Please confirm your acceptance of the foregoing subscription and
capital contribution by signing and returning the enclosed copy of this letter.
SOFTBANK HOLDINGS INC.
By: /s/ Thomas Wright
------------------------
Thomas Wright, Treasurer
SOFTBANK AMERICA INC.
By: /s/ Ronald D. Fisher
-------------------------------
Ronald D. Fisher, Vice Chairman
<PAGE>
<TABLE>
<CAPTION>
ASSETS TRANSFERRED TO SB AMERICA
Company Amount Securities Cost (per S&C) NBV @ 11/98
------- ------ ---------- -------------- -----------
<S> <C> <C> <C>
Ziff-Davis 71,619,355 Common
[Information deleted]
E*Trade Group, Inc 15,647,922 Common
GeoCities, Inc. 7,056,086 Common
[Information deleted] [Information deleted]
MessageMedia Inc. 10,575,775 Common
[Information deleted]
Yahoo! Inc. 29,632,564 Common
[Information deleted]
Cybercash, Inc. 976,540 Common
[Information deleted]
[Information deleted]
</TABLE>
