UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
WEBVAN GROUP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
94845V103
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(CUSIP Number)
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RONALD D. FISHER
SOFTBANK INC.
10 LANGLEY ROAD, SUITE 403
NEWTON CENTRE, MA 02159
(617) 928-9300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 4, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
Page 1 of 27 Pages
<PAGE>
SCHEDULE 13D
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CUSIP NO. 94845V103 PAGE 2 OF 27 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SOFTBANK AMERICA INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 36,521,976
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 36,521,976
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,521,976
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 94845V103 PAGE 3 OF 27 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 (See Instructions)
(A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC, 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
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 46,372,251
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 46,372,251
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,372,251
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 94845V103 PAGE 4 OF 27 PAGES
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1 NAMES 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 (See Instructions)
(A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 46,372,251
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 46,372,251
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,372,251
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 94845V103 PAGE 5 OF 27 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
MASAYOSHI SON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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
0
------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 46,372,251
BENEFICIALLY ------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 46,372,251
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,372,251
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
SOFTBANK America Inc., a Delaware corporation ("SB America"), SOFTBANK
Holdings Inc., a Delaware corporation ("SBH"), SOFTBANK Corp., a Japanese
corporation ("SOFTBANK"), and Masayoshi Son, a Japanese citizen ("Mr. Son"), in
accordance with their Agreement of Joint Filing (Exhibit A hereto), hereby file
this statement on Schedule 13D (the "Statement") to report the shares of Common
Stock, par value $0.0001 per share (the "Common Stock"), of Webvan Group, Inc.,
a Delaware corporation (the "Company"), beneficially owned by them. SB America,
SBH, SOFTBANK and Mr. Son are collectively referred to herein as the "Reporting
Persons."
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock of the Company. The
principal executive offices of the Company are located at 1241 East Hillsdale
Boulevard, Suite 210, Foster City, California 94404.
ITEM 2. IDENTITY AND BACKGROUND.
SB America is a wholly owned subsidiary of SBH, which in turn is wholly
owned by SOFTBANK. Mr. Son is the President and Chief Executive Officer of
SOFTBANK and owns an approximately 38.27% interest in SOFTBANK. Accordingly,
securities owned by SB America may be deemed beneficially owned by SBH;
securities owned by SBH may be deemed beneficially owned by SOFTBANK; and
securities owned by SOFTBANK may be deemed beneficially owned by Mr. Son.
The principal business of each of SB America and SBH is to act as a
holding company for operations and investments of SOFTBANK. 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. The principal business offices of SB America are located
at 300 Delaware Avenue, Suite 900, Wilmington, Delaware 19801. The principal
business offices of SBH are located at 10 Langley Road, Suite 403, Newton
Centre, Massachusetts 02159. The principal business offices of SOFTBANK are
located at 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-0015 Japan, which is
also Mr. Son's business address.
Schedules 1, 2 and 3 hereto set forth the following information with
respect to each executive officer and director of SOFTBANK, SBH and SB America,
respectively: (i) name, (ii) business address, (iii) citizenship and (iv)
present principal occupation or employment and the name of any corporation or
other organization in which such employment is conducted. Unless otherwise
stated, the principal business and address of any corporation or other
organization in which such employment is conducted are stated in the two
preceding paragraphs. During the last five years, neither the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any of the persons listed
in Schedules 1, 2 and 3 hereto, (i) has been convicted in a criminal proceeding
Page 6 of 27 Pages
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(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.
SBH used available working capital in the amount of $33,356,738 to make
the purchases of the 6,086,996 Series B Preferred Shares referred to in Item 4.
Similarly, SOFTBANK Capital Partners LP, a Delaware limited partnership ("SB
Capital Partners"), and SOFTBANK Capital Advisors Fund LP, a Delaware limited
partnership ("Advisors Fund"), used available working capital in the respective
amounts of $123,311,813.70 and $1,688,176.08 to make the purchases of the
6,478,162 Series D-2 Preferred Shares and 88,688 Series D-2 Preferred Shares
referred to in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the securities of the Company by the
Reporting Persons described herein was to make an investment in the Company.
In May and June of 1998, SBH purchased an aggregate of 6,086,996 shares
of Series B Preferred Stock of the Company ("Series B Preferred Shares") at
$5.48 per share in private placements by the Company. Subsequently, SBH
transferred to SB America all of the Series B Preferred Shares. As a result of
stock splits on January 15, 1999, July 19, 1999 and September 21, 1999, the
number of shares owned by SB America was increased to 36,521,976 Series B
Preferred Shares.
In April 1999, SBH granted options to certain officers of SOFTBANK
affiliates entitling them to purchase an aggregate of 122,000 Series B Preferred
Shares owned by SB America. As a result of the subsequent stock splits, these
shares were increased to 366,000 shares.
In July and August of 1999, SB Capital Partners and Advisors Fund
purchased an aggregate of 6,478,162 shares and 88,688 shares, respectively, of
Series D-2 Preferred Stock of the Company ("Series D-2 Preferred Shares") at
$19.035 per share in private placements by the Company. As a result of the stock
split on September 21, 1999, the number of shares owned by SB Capital Partners
and Advisors Fund was increased to 9,717,243 and 133,032 Series D-2 Preferred
Shares, respectively. Each of SB Capital Partners and Advisors Fund is an
investment fund managed by its sole general partner, SOFTBANK Capital Partners
LLC, a Delaware limited liability company ("SB CP LLC"). Accordingly, securities
owned by SB Capital Partners or Advisors Fund may be regarded as being
beneficially owned by SB CP LLC, the general partner of each of SB Capital
Partners and Advisors Fund. Pursuant to the Limited Liability Company Agreement
of SB CP LLC,
Page 7 of 27 Pages
<PAGE>
investment decisions by SB CP LLC must be approved by SOFTBANK Capital Partners
Investment Inc., a Delaware corporation ("SB CPI"), its investment member, among
others. As a result, SB CPI shares voting power and investment power over
securities beneficially owned by SB CP LLC and therefore may be regarded as a
beneficial owner of such securities. SB CPI is a wholly owned subsidiary of SBH.
Accordingly, securities beneficially owned by SB CPI may be deemed beneficially
owned by SBH.
Upon the closing of the Company's initial public offering on November
10, 1999 (the "Closing"), all of the Series B Preferred Shares owned by SB
America and Series D-2 Preferred Shares owned by SB Capital Partners and
Advisors Fund were converted to Common Stock on a one-for-one basis.
Other than as described herein, at the present time the Reporting
Persons have no plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries, (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization or
dividend policy of the Company, (f) any other material change in the Company's
business or corporate structure, (g) changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act or (j) any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
TOTAL OUTSTANDING SHARES. According to information provided to the
Reporting Persons by the Company, the number of shares of Common Stock
outstanding on November 10, 1999 was 325,774,511.
SB AMERICA. As of the date of filing of this Statement, SB America
beneficially owns 36,521,976 shares of Common Stock, representing approximately
11.2% of the Common Stock outstanding, and may be deemed to have shared power to
vote or to direct the vote of and shared power to dispose or to direct the
disposition of such shares.
SBH. As of the date of filing of this Statement, SB Capital Partners
beneficially owns 9,717,243 shares of Common Stock and Advisors Fund
beneficially owns 133,032 shares of Common Stock. By virtue of being the general
partner of both SB Capital Partners and Advisors Fund, SB CP LLC may be deemed a
beneficial owner of the 9,850,275 shares of Common Stock
Page 8 of 27 Pages
<PAGE>
owned by SB Capital Partners and Advisors Fund. By virtue of its control over
investment decisions of SB CP LLC, SB CPI may be deemed a beneficial owner of
the 9,850,275 shares of Common Stock beneficially owned by SB CP LLC. By virtue
of its ownership of all the outstanding stock of SB America and SB CPI, SBH may
be deemed a beneficial owner of a total of 46,372,251 shares of Common Stock
consisting of 36,521,976 shares beneficially owned by SB America and 9,850,275
shares beneficially owned by SB CPI, or approximately 14.2% of the Common Stock
outstanding.
SOFTBANK. SOFTBANK may be deemed a beneficial owner of the 46,372,251
shares of Common Stock beneficially owned by SBH, its wholly owned subsidiary,
or approximately 14.2% of the Common Stock outstanding, and may be deemed to
have shared power to vote or to direct the vote of and shared power to dispose
or to direct the disposition of such shares.
MR. SON. Mr. Son is the President and Chief Executive Officer of
SOFTBANK and owns an approximately 38.27% interest in SOFTBANK. Accordingly, the
46,372,251 shares of Common Stock beneficially owned by SOFTBANK, representing
approximately 14.2% of the Common Stock outstanding, may be regarded as being
beneficially owned by Mr. Son. Mr. Son may be deemed to have shared power to
vote or to direct the vote of and shared power to dispose or to direct the
disposition of the shares described in the immediately preceding sentence.
None of the Reporting Persons, nor, to the best knowledge of the
Reporting Persons, any of the persons listed on Schedule 1, 2 or 3 hereto, has
effected any transactions in the securities of the Company during the past 60
days other than those transactions described above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Registration Rights Agreement, dated as of October 29,
1997, as amended (Exhibit C to this Statement), among the Company and certain of
its stockholders, including SB America, SB Capital Partners and Advisors Fund
(the "Registration Rights Agreement"), subject to certain exceptions, SB
America, SB Capital Partners and Advisors Fund are entitled to certain demand
registration rights on or after six months following the Closing with respect to
the registration of their shares of Common Stock under the Securities Act of
1933, as amended (the "Securities Act") and are entitled to certain piggyback
registration rights in connection with a registration by the Company of its
securities for its account or the account of other securityholders exercising
their respective demand registration rights. In the event that the Company
proposes to register its securities under the Securities Act, the holders of
such piggyback registration rights are entitled to receive notice of such
registration and are entitled to include their shares therein, subject to
certain limitations. In addition, after the Company becomes eligible to file a
registration statement on Form S-3, certain holders of demand registration
rights may require the Company to file registration statements on Form S-3 under
the Securities Act with respect to their securities of the Company, subject to
certain limitations.
Page 9 of 27 Pages
<PAGE>
Pursuant to Lock-up Agreements entered into by SB America, SB Capital
Partners and Advisors Fund, respectively, with certain underwriters, each dated
August 27, 1999 (Exhibits D, E and F hereto), SB America, SB Capital Partners
and Advisors Fund have each agreed not to offer, sell, contract to sell,
transfer, assign, pledge, grant any option to purchase, make any short sale or
otherwise dispose of any shares of Common Stock of the Company, or any options
or warrants to purchase any shares of Common Stock of the Company, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company for a period of 180 days after the
date of the final prospectus covering the initial public offering of the Common
Stock, dated November 4, 1999, without the prior written consent of Goldman,
Sachs & Co., subject to the provisions described in the next sentence and to
certain exceptions (including, under certain circumstances, the transfer of
capital stock of the Company by an entity to a person or entity that directly or
indirectly through one or more intermediaries controls, is controlled by, or is
under common control with, such entity). According to the Lock-up Agreements, at
any time beginning on the third day following the public release of the
Company's earnings for the year ended December 31, 1999, each of SB America, SB
Capital Partners and Advisors Fund may offer, sell, transfer, assign, pledge or
otherwise dispose of up to 15% of its shares beneficially owned as of December
31, 1999; and at any time beginning on the 48th day following the public release
of the Company's earnings for the year ended December 31, 1999, each of SB
America, SB Capital Partners and Advisors Fund may offer, sell, transfer,
assign, pledge or otherwise dispose of an additional 25% of its shares
beneficially owned as of December 31, 1999.
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 filed
as Exhibits hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement of Joint Filing, dated as of November 15,
1999, among SOFTBANK America Inc., SOFTBANK Holdings
Inc., SOFTBANK Corp. and Masayoshi Son.
Exhibit B Power of Attorney (incorporated by reference to Exhibit
24 to the Statement on Schedule 13G filed by SOFTBANK
Corp., Masayoshi Son and SOFTBANK Ventures, Inc. on
February 17, 1998 with respect to Concentric Network
Corporation).
Exhibit C Registration Rights Agreement, dated as of October 29,
1997, as amended, among Webvan Group, Inc., SOFTBANK
America Inc., SOFTBANK Capital Partners LP, SOFTBANK
Capital Advisors Fund LP and the other parties thereto
(incorporated herein by reference to Exhibit 4.2 of
Webvan Group, Inc.'s Form S-1 Registration Statement,
dated August 6, 1999).
Exhibit D Lock-up Agreement, dated August 27, 1999, executed by
SOFTBANK America Inc.
Page 10 of 27 Pages
<PAGE>
Exhibit E Lock-up Agreement, dated August 27, 1999, executed by
SOFTBANK Capital Partners LP.
Exhibit F Lock-up Agreement, dated August 27, 1999, executed by
SOFTBANK Capital Advisors Fund LP.
Page 11 of 27 Pages
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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.
November 15, 1999 SOFTBANK AMERICA INC.
By: /s/ Ronald D. Fisher
---------------------------------------
Name: Ronald D. Fisher
Title: Vice Chairman
SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
---------------------------------------
Name: Stephen A. Grant
Title: Secretary
SOFTBANK CORP.
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
<PAGE>
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK CORP.
The business address for each of the individuals listed below, except
Ronald D. Fisher, is 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-0051
Japan. The business address for Ronald D. Fisher is 10 Langley Road, Suite 403,
Newton Centre, Massachusetts 02159.
Each of the individuals listed below is a Japanese citizen, except for
Ronald D. Fisher, a citizen of the United States.
NAME PRESENT AND PRINCIPAL OCCUPATION
- ---- --------------------------------
Masayoshi Son President, Chief Executive Officer and director of
SOFTBANK Corp.; Chairman of the Board, President and
director of SOFTBANK Holdings Inc.
Ken Miyauchi Executive Vice President and director of SOFTBANK
Corp.; President and director of SOFTBANK Commerce
Corp.
Yoshitaka Kitao Executive Vice President, Chief Financial Officer and
director of SOFTBANK Corp.; director of SOFTBANK
Holdings Inc.; President and director of SOFTBANK
Finance Corporation.
Den Fujita Director of SOFTBANK Corp.; President of McDonald's
Co. (Japan), Ltd.
Yoshihiko Miyauchi Director of SOFTBANK Corp.; President of ORIX
Corporation.
Kenichi Ohmae Director of SOFTBANK Corp.; President of Ohmae &
Associates.
Jun Murai Director of SOFTBANK Corp.; Professor at Keio
University
Yasumitsu Shigeta Director of SOFTBANK Corp.; President of Hikari
Tsushin, Inc.
Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK
Holdings Inc.; Chairman of the Board, President and
director of SOFTBANK Capital Partners Investment
Inc.; Managing Member of SOFTBANK Capital Partners
LLC.
Katsura Sato Full-Time Corporate Auditor of SOFTBANK Corp.
Saburo Kobayashi Corporate Auditor of SOFTBANK.
Yasuharu Nagashima Corporate Auditor of SOFTBANK Corp.
Hidekazu Kubokawa Corporate Auditor of SOFTBANK Corp.
Page 13 of 27 Pages
<PAGE>
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF SOFTBANK HOLDINGS INC.
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 Centre, Massachusetts 02159. The business address for Masayoshi Son
and Yoshitaka Kitao is 24-1, Nihonbashi-Hakozakicho, Chuo-ku, Tokyo 103-0051
Japan. The business address for Stephen A. Grant and Sullivan & Cromwell, a law
firm, is 125 Broad Street, New York, New York 10004.
Each of the individuals listed below is a U.S. citizen, except for
Masayoshi Son and Yoshitaka Kitao, each a citizen of Japan.
NAME PRESENT AND PRINCIPAL OCCUPATION
- ---- --------------------------------
Masayoshi Son Chairman of the Board, President and director of
SOFTBANK Holdings Inc.; President, Chief Executive
Officer and director of SOFTBANK Corp.
Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK
Holdings Inc.; Chairman of the Board, President and
director of SOFTBANK Capital Partners Investment
Inc.; Managing Member of SOFTBANK Capital Partners
LLC.
Yoshitaka Kitao Director of SOFTBANK Holdings Inc.; Executive Vice
President, Chief Financial Officer and director of
SOFTBANK Corp.; President and director of SOFTBANK
Finance Corporation.
Stephen A. Grant Secretary of SOFTBANK Holdings Inc.; Secretary of
SOFTBANK Capital Partners Investment Inc.; Partner,
Sullivan & Cromwell.
Thomas L. Wright Vice President and Treasurer of SOFTBANK Holdings Inc.
Louis Demarco Vice President-Tax of SOFTBANK Holdings Inc.; Vice
President of SOFTBANK Capital Partners Investment
Inc.
Page 14 of 27 Pages
<PAGE>
SCHEDULE 3
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 Centre, Massachusetts 02159. The business address for Masayoshi Son,
Yoshitaka Kitao and Hitoshi Hasegawa is 24-1, Nihonbashi-Hakozakicho, Chuo-ku,
Tokyo 103-0051 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.
NAME PRESENT AND PRINCIPAL OCCUPATION
- ---- --------------------------------
Masayoshi Son President, Chief Executive Officer and director of
SOFTBANK Corp.; Chairman of the Board, President and
director of SOFTBANK Holdings Inc.
Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK
Holdings Inc.; Chairman of the Board, President and
director of SOFTBANK Capital Partners Investment
Inc.; Managing Member of SOFTBANK Capital Partners
LLC.
Yoshitaka Kitao Executive Vice President, Chief Financial
Officer and director of SOFTBANK Corp.; director of
SOFTBANK Holdings Inc.
Steven Murray Treasurer of SOFTBANK Capital Partners Investment
Inc.
Hitoshi Hasegawa General Counsel of SOFTBANK
Page 15 of 27 Pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
A Agreement of Joint Filing, dated as of November 15,
1999, among SOFTBANK America Inc., SOFTBANK Holdings
Inc., SOFTBANK Corp. and Masayoshi Son.
B Power of Attorney (incorporated by reference to Exhibit
24 to the Statement on Schedule 13G filed by SOFTBANK
Corp., Masayoshi Son and SOFTBANK Ventures, Inc. on
February 17, 1998 with respect to Concentric Network
Corporation).
C Registration Rights Agreement, dated as of October 29,
1997, as amended, among Webvan Group, Inc., SOFTBANK
America Inc., SOFTBANK Capital Partners LP, SOFTBANK
Capital Advisors Fund LP and the other parties thereto
(incorporated herein by reference to Exhibit 4.2 of
Webvan Group, Inc.'s Form S-1 Registration Statement,
dated August 6, 1999).
D Lock-up Agreement, dated August 27, 1999, executed by
SOFTBANK America Inc.
E Lock-up Agreement, dated August 27, 1999, executed by
SOFTBANK Capital Partners LP.
F Lock-up Agreement, dated August 27, 1999, executed by
SOFTBANK Capital Advisors Fund LP.
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 $0.0001 per share, of Webvan Group, 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.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned hereby executes this
Agreement as of November 15, 1999.
SOFTBANK AMERICA INC.
By: /s/ Ronald D. Fisher
------------------------------------
Name: Ronald D. Fisher
Title: Vice Chairman
SOFTBANK HOLDINGS INC.
By: /s/ Stephen A. Grant
------------------------------------
Name: Stephen A. Grant
Title: Secretary
SOFTBANK CORP.
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
EXHIBIT D
WEBVAN GROUP, INC.
LOCK-UP AGREEMENT
August 27, 1999
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
BancBoston Robertston Stephens Inc.
Bear, Stearns & Co. Inc.
Deutsche Bank Securities Inc.
Thomas Weisel Partners LLC
As Representatives (the "Representatives")
of the several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: Webvan Group, Inc.- Lock-Up Agreement
-------------------------------------
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") among Webvan
Group, Inc., a Delaware corporation (the "Company"), and the group of
Underwriters named therein relating to an underwritten public offering of Common
Stock, $0.0001 par value (the "Common Stock"), of the Company (the "Offering").
In consideration of the agreement by the Underwriters to offer and sell
the Common Stock, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus used in connection
with the Offering and continuing to and including the date 180 days after the
date of such final Prospectus, the undersigned will not offer, sell, contract to
sell, transfer, assign, pledge, grant any option to purchase, make any short
sale or otherwise dispose of any shares of Common Stock of the Company, or any
options or warrants to purchase any shares of Common Stock of the Company, or
any securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the Securities and Exchange Commission (collectively,
the "Undersigned's Shares").
<PAGE>
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Shares even if such shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to, or derives any significant part of its value from
such shares.
The foregoing restriction shall not apply to any shares of Common Stock
or other securities acquired in the Offering or in open market transactions
after the completion of the Offering.
Notwithstanding the foregoing:
(i) at any time beginning on the third day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to 15% of the Undersigned's Shares benefically
owned as of December 31, 1999; and
(ii) at any time beginning on the 48th day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to an additional 25% of the Undersigned's
Shares benefically owned as of December 31, 1999.
In addition, notwithstanding the foregoing, the undersigned may
transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound in writing by the
restrictions set forth herein, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, or (iii) with the prior written consent of Goldman,
Sachs & Co. on behalf of the Underwriters. For purposes of this Lock-Up
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. In addition, notwithstanding the
foregoing, the undersigned may transfer the capital stock of the Company to any
person or entity that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with, the undersigned;
provided, however, that in any such case, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding such capital stock subject to the provisions of this
Agreement and there shall be no further transfer of such capital stock except in
accordance with this Agreement, and provided further that any such transfer
shall not involve a disposition for value. The undersigned now has, and, except
as contemplated by clause (i), (ii), or (iii) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
Undersigned's Shares except in compliance with the foregoing restrictions.
This Lock-Up Agreement by the undersigned shall automatically terminate
on the earlier of (a) the date that is the 181st day after the date of this
Lock-Up Agreement if the Offering is not
2
<PAGE>
consummated by such date, unless, a registration statement relating to the
Public Offering has been declared effective by the SEC and the Underwriters have
commenced or are in the process of commencing the Offering by such date and the
Offering is completed within 30 days thereafter, in which case, this Lock-Up
Agreement shall not terminate, or, (b) if the Company decides that it would not
be prudent to undertake the Offering, on the date the Company provides written
notice to such effect to the undersigned.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
SOFTBANK America, Inc.
----------------------------------
Exact Name of Shareholder
/s/ Francis B. Jacobs 2
----------------------------------
Authorized Signature
Vice President
----------------------------------
Title
3
EXHIBIT E
WEBVAN GROUP, INC.
LOCK-UP AGREEMENT
August 27, 1999
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
BancBoston Robertston Stephens Inc.
Bear, Stearns & Co. Inc.
Deutsche Bank Securities Inc.
Thomas Weisel Partners LLC
As Representatives (the "Representatives")
of the several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: Webvan Group, Inc.- Lock-Up Agreement
-------------------------------------
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") among Webvan
Group, Inc., a Delaware corporation (the "Company"), and the group of
Underwriters named therein relating to an underwritten public offering of Common
Stock, $0.0001 par value (the "Common Stock"), of the Company (the "Offering").
In consideration of the agreement by the Underwriters to offer and sell
the Common Stock, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus used in connection
with the Offering and continuing to and including the date 180 days after the
date of such final Prospectus, the undersigned will not offer, sell, contract to
sell, transfer, assign, pledge, grant any option to purchase, make any short
sale or otherwise dispose of any shares of Common Stock of the Company, or any
options or warrants to purchase any shares of Common Stock of the Company, or
any securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the Securities and Exchange Commission (collectively,
the "Undersigned's Shares").
<PAGE>
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Shares even if such shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to, or derives any significant part of its value from
such shares.
The foregoing restriction shall not apply to any shares of Common Stock
or other securities acquired in the Offering or in open market transactions
after the completion of the Offering.
Notwithstanding the foregoing:
(i) at any time beginning on the third day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to 15% of the Undersigned's Shares benefically
owned as of December 31, 1999; and
(ii) at any time beginning on the 48th day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to an additional 25% of the Undersigned's
Shares benefically owned as of December 31, 1999.
In addition, notwithstanding the foregoing, the undersigned may
transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound in writing by the
restrictions set forth herein, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, or (iii) with the prior written consent of Goldman,
Sachs & Co. on behalf of the Underwriters. For purposes of this Lock-Up
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. In addition, notwithstanding the
foregoing, the undersigned may transfer the capital stock of the Company to any
person or entity that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with, the undersigned;
provided, however, that in any such case, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding such capital stock subject to the provisions of this
Agreement and there shall be no further transfer of such capital stock except in
accordance with this Agreement, and provided further that any such transfer
shall not involve a disposition for value. The undersigned now has, and, except
as contemplated by clause (i), (ii), or (iii) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
Undersigned's Shares except in compliance with the foregoing restrictions.
This Lock-Up Agreement by the undersigned shall automatically terminate
on the earlier of (a) the date that is the 181st day after the date of this
Lock-Up Agreement if the Offering is not
2
<PAGE>
consummated by such date, unless, a registration statement relating to the
Public Offering has been declared effective by the SEC and the Underwriters have
commenced or are in the process of commencing the Offering by such date and the
Offering is completed within 30 days thereafter, in which case, this Lock-Up
Agreement shall not terminate, or, (b) if the Company decides that it would not
be prudent to undertake the Offering, on the date the Company provides written
notice to such effect to the undersigned.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
SOFTBANK Capital Partners LP
-------------------------------------------
Exact Name of Shareholder
/s/ Steven J. Murray
-------------------------------------------
Authorized Signature
By: SOFTBANK Capital Partners LLC
By: Steven Murray
-------------------------------------------
Title Individual Representative
of Administrative Member
3
EXHIBIT F
WEBVAN GROUP, INC.
LOCK-UP AGREEMENT
August 27, 1999
Goldman, Sachs & Co.
Donaldson, Lufkin & Jenrette Securities Corporation
Merrill Lynch, Pierce, Fenner & Smith Incorporated
BancBoston Robertston Stephens Inc.
Bear, Stearns & Co. Inc.
Deutsche Bank Securities Inc.
Thomas Weisel Partners LLC
As Representatives (the "Representatives")
of the several Underwriters
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Re: Webvan Group, Inc.- Lock-Up Agreement
-------------------------------------
Ladies and Gentlemen:
This Lock-Up Agreement is being delivered to you in connection with the
proposed Underwriting Agreement (the "Underwriting Agreement") among Webvan
Group, Inc., a Delaware corporation (the "Company"), and the group of
Underwriters named therein relating to an underwritten public offering of Common
Stock, $0.0001 par value (the "Common Stock"), of the Company (the "Offering").
In consideration of the agreement by the Underwriters to offer and sell
the Common Stock, and of other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the undersigned agrees that, during
the period beginning from the date of the final Prospectus used in connection
with the Offering and continuing to and including the date 180 days after the
date of such final Prospectus, the undersigned will not offer, sell, contract to
sell, transfer, assign, pledge, grant any option to purchase, make any short
sale or otherwise dispose of any shares of Common Stock of the Company, or any
options or warrants to purchase any shares of Common Stock of the Company, or
any securities convertible into, exchangeable for or that represent the right to
receive shares of Common Stock of the Company, whether now owned or hereinafter
acquired, owned directly by the undersigned (including holding as a custodian)
or with respect to which the undersigned has beneficial ownership within the
rules and regulations of the Securities and Exchange Commission (collectively,
the "Undersigned's Shares").
<PAGE>
The foregoing restriction is expressly agreed to preclude the
undersigned from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or
disposition of the Undersigned's Shares even if such shares would be disposed of
by someone other than the undersigned. Such prohibited hedging or other
transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put or call option)
with respect to any of the Undersigned's Shares or with respect to any security
that includes, relates to, or derives any significant part of its value from
such shares.
The foregoing restriction shall not apply to any shares of Common Stock
or other securities acquired in the Offering or in open market transactions
after the completion of the Offering.
Notwithstanding the foregoing:
(i) at any time beginning on the third day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to 15% of the Undersigned's Shares benefically
owned as of December 31, 1999; and
(ii) at any time beginning on the 48th day following the public
release of the Company's earnings for the year ended December
31, 1999, the undersigned may offer, sell, transfer, assign,
pledge or otherwise dispose of the Undersigned's Shares up to
an amount equal to an additional 25% of the Undersigned's
Shares benefically owned as of December 31, 1999.
In addition, notwithstanding the foregoing, the undersigned may
transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided
that the donee or donees thereof agree to be bound in writing by the
restrictions set forth herein, (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the undersigned, provided
that the trustee of the trust agrees to be bound in writing by the restrictions
set forth herein, and provided further that any such transfer shall not involve
a disposition for value, or (iii) with the prior written consent of Goldman,
Sachs & Co. on behalf of the Underwriters. For purposes of this Lock-Up
Agreement, "immediate family" shall mean any relationship by blood, marriage or
adoption, not more remote than first cousin. In addition, notwithstanding the
foregoing, the undersigned may transfer the capital stock of the Company to any
person or entity that directly or indirectly through one or more intermediaries
controls, is controlled by, or is under common control with, the undersigned;
provided, however, that in any such case, it shall be a condition to the
transfer that the transferee execute an agreement stating that the transferee is
receiving and holding such capital stock subject to the provisions of this
Agreement and there shall be no further transfer of such capital stock except in
accordance with this Agreement, and provided further that any such transfer
shall not involve a disposition for value. The undersigned now has, and, except
as contemplated by clause (i), (ii), or (iii) above, for the duration of this
Lock-Up Agreement will have, good and marketable title to the Undersigned's
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of the
Undersigned's Shares except in compliance with the foregoing restrictions.
This Lock-Up Agreement by the undersigned shall automatically terminate
on the earlier of (a) the date that is the 181st day after the date of this
Lock-Up Agreement if the Offering is not
2
<PAGE>
consummated by such date, unless, a registration statement relating to the
Public Offering has been declared effective by the SEC and the Underwriters have
commenced or are in the process of commencing the Offering by such date and the
Offering is completed within 30 days thereafter, in which case, this Lock-Up
Agreement shall not terminate, or, (b) if the Company decides that it would not
be prudent to undertake the Offering, on the date the Company provides written
notice to such effect to the undersigned.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
Offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Very truly yours,
SOFTBANK Capital Advisors Fund LP
------------------------------------------
Exact Name of Shareholder
/s/ Steven J. Murray
------------------------------------------
Authorized Signature
By: SOFTBANK Capital Partners LLC
By: Steven Murray
-------------------------------------------
Title Individual Representative
of Administrative Member
3
