<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Award Software International, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
054531 10 8
(CUSIP Number)
Dr. Gert Hugler
Vobis Microcomputer AG Fenwick & West LLP
Carlo-Schmidt-Stra(beta)e 12 Two Palo Alto Square
42146 Wuerselen Suite 700
Germany Palo Alto, CA 94306
(011)(49)(2405) 444-0 (650) 494-0600
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 27
The Exhibit Index is located at page 14
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 054531 10 8 PAGE 2 OF 27 PAGES
- ------------------------- -------------------------------------
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VOBIS MICROCOMPUTER AG
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
2 (B) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER
OF 913,596(1)
---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED
---------------------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 913,596(1)
---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
913,596(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
(1) In addition, Reporting Person has a catch-up right, described in Item 4,
which can only be exercised to the extent Issuer issues certain additional
equity securities.
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<PAGE> 3
This Amendment No. 1 amends the Schedule 13D filed by Vobis
Microcomputer AG, a stock company organized under the laws of Germany ("Vobis"),
dated December 27, 1996 respecting the securities of Issuer beneficially owned
by Vobis (the "Schedule 13D"). Except as otherwise indicated, each defined term
shall have the meaning ascribed to such term in the Schedule 13D.
ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING AS THE
SECOND PARAGRAPH THEREOF:
The purpose of the acquisition of securities of Issuer described
above is modified as follows. Issuer and Phoenix Technologies Ltd. ("Phoenix")
have entered into that certain Agreement and Plan of Reorganization dated as of
April 15, 1998 (the "Merger Agreement"), which provides for the merger of a
wholly-owned subsidiary of Phoenix with and into Issuer (the "Merger") pursuant
to which shares of capital stock of Issuer will be converted into Common Stock
of Phoenix. In connection with the Merger Agreement, Vobis has signed and
delivered to Phoenix a Voting Agreement dated as of April 15, 1998, pursuant to
which Vobis has agreed to vote all shares of Common Stock of Issuer held by
Vobis in favor of (i) approval of the Merger Agreement and the Merger and (ii)
any matter that could reasonably be expected to facilitate the Merger.
Additionally, Vobis had delivered to Phoenix an irrevocable proxy with respect
to all shares of Common Stock of Issuer held by Vobis to vote such shares in
favor of approval of the Merger and the Merger Agreement and any other matter
that could reasonably be expected to facilitate the Merger. Finally, in
connection with the Merger Agreement, Vobis has agreed, pursuant to a
Termination of Investors' Rights Agreement dated as of April 15, 1998, to
terminate, effective upon the closing of the Merger, the Investors' Rights
Agreement (described herein), including the registration rights, Right of First
Refusal and Catch-Up Right granted thereunder.
ITEM 5 OF THE SCHEDULE 13D IS HEREBY AMENDED TO DELETE PARAGRAPH (a)
THEREOF AND TO REPLACE THAT PARAGRAPH (a) WITH THE FOLLOWING:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this statement, Vobis beneficially owns a
total of 913,596 shares of Common Stock, consisting of 641,202
shares of Common Stock and the Warrant to purchase 272,394
shares of Common Stock. Vobis also has the Catch-Up Right,
which, as described above in Item 4, is exercisable to the
extent Issuer issues certain additional equity securities.
Excluding the Catch-Up Right (which can only be exercised to the
extent Issuer issues certain additional equity securities), the
913,596 shares of Common Stock beneficially owned by Vobis on
the date of this statement represent a beneficial ownership of
approximately 12.6% of Issuer's outstanding shares of Common
Stock based upon the 6,963,862 shares of Issuer's Common Stock
reported by Issuer as outstanding on March 17, 1998 in the
Annual Report on Form 10-K filed on April 30, 1998 with the
Securities and Exchange Commission by Issuer respecting its
fiscal year ended December 31, 1997.
-3-
<PAGE> 4
ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING
DOCUMENTS FILED AS AN EXHIBIT TO THE SCHEDULE 13D, AS AMENDED BY THIS AMENDMENT
NO. 1:
Exhibit E: Voting Agreement, dated as of April 15, 1998, between
Vobis and Phoenix
Exhibit F: Irrevocable Proxy, dated April 15, 1998, of Vobis
Exhibit G: Termination of Investors' Rights Agreement, dated as
of April 15, 1998, between Vobis, Issuer and certain
other parties
SCHEDULE I OF THE SCHEDULE 13D IS HEREBY AMENDED IN ITS
ENTIRETY TO READ AS FOLLOWS:
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<PAGE> 5
SCHEDULE I
VOBIS MICROCOMPUTER AG
MANAGEMENT BOARD
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Chairman Dr. Gert Hugler Chairman of Management German
Hohenstafenallee 41, Board and Chief Executive
D-52074 Aachen, Germany Officer of VOBIS
Microcomputer AG
Member Willy Weck Member of Management Board German
Roermonder Str. 411, and Chief Financial Officer
D-52072 Aachen, Germany of VOBIS Microcomputer AG
Member Ruud van Nispen Member of Management Board The
Leuvenstraat 34, and Sales Director of VOBIS Netherlands
NL-4902 AR-Oosterhout, Microcomputer AG
The Netherlands
Member Joachim Gut Member of Management Board German
Hoher Weg 7, D-46514 and Purchase/Production
Schermbeck, Germany Director of VOBIS
Microcomputer AG
</TABLE>
<PAGE> 6
VOBIS MICROCOMPUTER AG
SUPERVISORY BOARD
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Chairman Dr. Hans-Joachim Korber Chairman of Supervisory German
Schluterstra(beta)e 3, Board of VOBIS
40235 Dusseldorf, Germany Microcomputer AG; Member of
Management Board of Metro AG
Deputy Chairman Marinus Lass Deputy Chairman of German
Matthiashofsra(beta)e 8, Supervisory Board of VOBIS
52064 Aachen, Germany Microcomputer AG; Works
Council at VOBIS
Microcomputer AG
Member Barbara Frett Member of Supervisory Board German
Minister Ruijsstr. 26, of VOBIS Microcomputer AG;
6351 CK Bocholtz Works Council at VOBIS
Microcomputer AG
Member Dr. A. Stefan Kirsten Head of Controlling German
Leonhard-Tietz-Stra(beta)e 1, Department of Metro AG;
D-50676 Koln, Germany Member of Supervisory Board
of VOBIS Microcomputer AG
Member Lovro Mandac Chairman of Management German
Leonhard-Tietz-Stra(beta)e 1, Board of Kaufhof Warenhaus
D-50676 Koln, Germany AG; Member of Supervisory
Board of VOBIS
Microcomputer AG
Head of Personnel and
Member Rainer Marschaus Social Department of Metro German
Leonhard-Tietz-Stra(beta)e 1, AG; Member of Supervisory
D-50676 Koln, Germany Board of VOBIS
Microcomputer AG
Member Norbert Nelles Head of Finance Department German
Leonhard-Tietz-Stra(beta)e 1, of Metro AG; Member of
D-50676 Koln, Germany Supervisory Board of VOBIS
Microcomputer AG
Member Hans-Werner Scherer General Manager of Metro German
Leonhard-Tietz-Stra(beta)e 1, MGI Informatik GmbH; Member
D-50676 Koln, Germany of Supervisory Board of
VOBIS Microcomputer AG
</TABLE>
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<PAGE> 7
VOBIS MICROCOMPUTER AG
SUPERVISORY BOARD (CONT'D)
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Member Uwe-Martin Scherf Member of Supervisory Board German
Auf der Horn 117, of VOBIS Microcomputer AG;
D-52074 Aachen, Germany Works Council at VOBIS
Microcomputer AG
Member Gerhard Schulmeyer Chairman of Management German
Otto-Hahn-Ring 6, Board of Siemens Nixdorf
81739 Munchen, Germany Informaitonssysteme AG;
Member of Supervisory Board
of VOBIS Microcomputer AG
Member Heinrich-Christian Thurn Member of Supervisory Board German
Winninger Stra(beta)e 23, of VOBIS Microcomputer AG;
56218 Muhlheim-Karlich, Germany Works Council at VOBIS
Microcomputer AG
Member Dr. Uwe Schlick Head of Accounting German
Leonhard-Tietz-Stra(beta)e 1, Department of Metro AG;
D-50676 Koln, Germany Member of Supervisory Board
of VOBIS Microcomputer AG
</TABLE>
-3-
<PAGE> 8
METRO AG
MANAGEMENT BOARD
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Chairman Klaus Wiegandt Chairman of Management German
Leonhard-Tietz-Stra(beta)e 1, Board of Metro AG
D-50676 Koln, Germany
Deputy Chairman Georg Kulenkampff Deputy Chairman of German
Leonhard-Tietz-Stra(beta)e 1, Management Board of Metro AG
D-50676 Koln, Germany
Member Siegfried Kaske Member of Management Board German
Leonhard-Tietz-Stra(beta)e 1, of Metro AG
D-50676 Koln, Germany
Member Dr. Wolf-Dietrich Loose Member of Management Board German
Leonhard-Tietz-Stra(beta)e 1, of Metro AG
D-50676 Koln, Germany
Member Theo de Raad Member of Management Board The
Leonhard-Tietz-Stra(beta)e 1, of Metro AG Netherlands
D-50676 Koln, Germany
Member Joachim Suhr Member of Management Board German
Leonhard-Tietz-Stra(beta)e 1, of Metro AG
D-50676 Koln, Germany
Member Dr. Hans-Joachim Korber Chairman of Supervisory German
Schluterstra(beta)e 3, Board of VOBIS
40235 Dusseldorf, Germany Microcomputer AG; Member of
Management Board of Metro AG
</TABLE>
-4-
<PAGE> 9
METRO AG
SUPERVISORY BOARD
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Chairman Erwin Conradi President of Metro German
Schluterstra(beta)e 3, Holding AG; Chairman of
D-40235 Duesseldorf, Germany Management Board of Metro
Vermogensverwaltung GmbH
& Co. KG; Chairman of
Supervisory Board of
Metro AG
Vice-Chairman Hans-Dieter Cleven Vice President of Metro German
Neuhofstra(beta)e 4, Holding AG; Vice-Chairman
CH-6340 Baar/Zug, Germany of Management Board of
Metro Vermogensverwaltung
GmbH & Co. KG;
Vice-Chairman of
Supervisory Board of Metro
AG
Employee Klaus Bruns Employee of Kaufhof German
Representative Postfach 100840, Warenhaus;
D-46008 Oberhausen, Germany Employee Representative in
Supervisory Board of Metro
AG
Employee Holger Grape Leader of Trade Group German
Representative Johannes-Brahms-Platz 1, German Trade and Private
20355 Hamburg, Germany Service of DAG Union;
Employee Representative in
Supervisory Board of Metro
AG
Member Prof. Dr. Erich Greipl Member of Management Board German
Schluterstra(beta)e 3, of Metro
D-40235 Dusseldorf, Germany Vermogensverwaltung GmbH &
Co. KG; Member of
Supervisory Board of Metro
AG
Employee Hubert Haselhoff Chairman of Works Council German
Representative Am Teinkamp 7, of EXTRA Verbrauchermarkte
D-31157 Sarstedt, Germany GmbH; Employee
Representative in
Supervisory Board of Metro
AG
</TABLE>
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<PAGE> 10
METRO AG
SUPERVISORY BOARD (CONT'D)
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Employee Hanns-Jurgen Hengst Employee of Kaufhof German
Representative Hohe Stra(beta)e 41-53, Warenhaus AG;
D-50662 Koln, Germany Employee Representative in
Supervisory Board of Metro
AG
Employee Hermann Hesse Employee of Kaufhof German
Representative Koenigsallee 1, Warenhaus AG;
D-40212 Dusseldorf, Germany Employee Representative in
Supervisory Board of Metro
AG
Employee Ingeborg Janz Employee of REAL SB-German German
Representative Gutenbergstra(beta)e 2, Warenhaus GmbH; Employee
D-38640 Gosler, Germany Representative in
Supervisory Board of Metro
AG
Member Dr. Hermann Kramer Manager of Management Board German
Auf dem Morn 2, of VEBA AG, Member of
D-21220 Seevetal, Germany Supervisory Board of Metro
AG
Member Dr. Klaus Liesen Chairman of Supervisory German
Huttropstra(beta)e 60,D-45138 Board of Rhurgas AG;
Essen, Germany Member of Supervisory Board
of Metro AG
Employee Dr. Karlheinz Marth Employee of HBV Union; German
Representative Kanzlerstra(beta)e 8, Employee Representative in
D-40472 Dusseldorf, Germany Supervisory Board of Metro
AG
Employee Gustav-Adolf Munkert Employee of Kaufhof German
Representative Leonard-Tietz-Stra(beta)e 1, Warenhaus AG;
D-50676 Koln, Germany Employee Representative in
Supervisory Board of Metro
AG
Member Prof. Dr. Helmut Schlinger Member of Supervisory Board German
Wilhelm-Epstein Stra(beta)e 14, of Metro AG
D-60431 Frankfurt/Main, Germany
</TABLE>
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<PAGE> 11
METRO AG
SUPERVISORY BOARD (CONT'D)
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Member Dr. Manfred Schneider Chairman of Management German
51368 Leverkusen, Board of Bayer AG; Member
Germany of Supervisory Board of
Metro AG
Member Hans Peter Schreib Member of the German German
Humboldt-Stra(beta)e 9, Association of Security
D-40237 Duesseldorf, Germany Holdings;
Member of Supervisory Board
of Metro AG
Member Dr. H. Schule-Noelle Chairman of Management German
Koeniginstra(beta)e 28, Board of Allianz AG;
D-80802 Muenchen, Germany Member of Supervisory Board
of Metro AG
Employee Peter Seuberling Employee of Kaufhof German
Representative AM Tannenwald 2, Warenhaus AG; Employee
D-66459 Kirkel Representative in
Supervisory Board of Metro
AG
Member Dr. Joachim Theye Lawyer; German
Marktstra(beta)e 3, Member of Supervisory Board
D-28195 Bremen, Germany of Metro AG
</TABLE>
-7-
<PAGE> 12
METRO VERMOGENSVERWALTUNG GMBH & CO. KG
MANAGEMENT BOARD
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
TITLE NAME AND ADDRESS OCCUPATION CITIZENSHIP
----- ---------------- ---------- -----------
<S> <C> <C> <C>
Chairman Erwin Conradi President of Metro German
Schluterstra(beta)e 3, Holding AG; Chairman of
D-40235 Duesseldorf, Germany Management Board of Metro
Vermogensverwaltung GmbH
& Co. KG; Chairman of
Supervisory Board of
Metro AG
Vice-Chairman Hans-Dieter Cleven Vice President of Metro German
Neuhofstra(beta)e 4, Holding AG; Vice-Chairman
CH-6340 Baar/Zug, Germany of Management Board of
Metro Vermogensverwaltung
GmbH & Co. KG;
Vice-Chairman of
Supervisory Board of Metro
AG
Member Prof. Dr. Erich Greipl Member of Management Board German
Schluterstra(beta)e 3, of Metro
D-40235 Duesseldorf, Germany Vermogensverwaltung
GmbH & Co. KG;
Member of Supervisory Board
of Metro AG
</TABLE>
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<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated as of: May 26, 1998
Vobis Microcomputer AG
By: /s/ Willy Weck
--------------------------------------------------------------
Willy Weck, Chief Financial Officer and
Member of Management Board
By: /s/ Dr. Gert Huegler
--------------------------------------------------------------
Dr. Gert Huegler, Chief Executive Officer and
Chairman of Management Board
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D]
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Document Description Numbered Page
------- -------------------- -------------
<S> <C> <C>
E Voting Agreement, dated as of April 15, 1998, 15
between Vobis and Phoenix
F Irrevocable Proxy, dated April 15, 1998, of 22
Vobis
G Termination of Investors' Rights Agreement, 25
dated as of April 15, 1998, between Vobis,
Issuer and certain other parties
</TABLE>
<PAGE> 15
EXHIBIT E TO SCHEDULE 13D
VOTING AGREEMENT
CHICAGO, INC.
<PAGE> 16
VOTING AGREEMENT
This Voting Agreement ("AGREEMENT") is made and entered into as of April
15, 1998, between Portland, Inc., a Delaware corporation ("PARENT"), and the
undersigned shareholder ("SHAREHOLDER") of Chicago, Inc., a California
corporation (the "COMPANY").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the
Company and Portland Acquisition Corporation, a California corporation and a
wholly-owned subsidiary of Parent ("MERGER SUB"), are entered into an Agreement
and Plan of Reorganization (the "MERGER AGREEMENT") which provides for the
merger (the "MERGER") of Merger Sub with and into the Company. Pursuant to the
Merger, shares of capital stock of the Company will be converted into Common
Stock of Parent on the basis described in the Merger Agreement. Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to them in the Merger Agreement.
B. The Shareholder is the record holder and beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT")) of such number of shares of the outstanding Common Stock of the
Company as is indicated on the final page of this Agreement (the "SHARES").
C. As a material inducement to enter into the Merger Agreement, Parent
desires the Shareholder to agree, and the Shareholder is willing to agree to
vote the Shares and any other such shares of capital stock of the Company so as
to facilitate consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
1. Agreement to Vote Shares; Additional Purchases.
1.1 Agreement to Vote Shares. At every meeting of the
shareholders of the Company called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by written consent of
the shareholders of the Company with respect to any of the following,
Shareholder shall vote the Shares and any New Shares in favor of (x) approval of
the Merger Agreement and the Merger and (y) any matter that could reasonably be
expected to facilitate the Merger.
1.2 Additional Purchases. Shareholder agrees that any shares of
capital stock of the Company that Shareholder purchases or with respect to which
Shareholder otherwise acquires beneficial ownership after the execution of this
Agreement and prior to the Expiration Date ("NEW SHARES") shall be subject to
the terms and conditions of this Agreement to the same extent as if they
constituted Shares.
2. Irrevocable Proxy. Concurrently with the execution of this Agreement,
Shareholder agrees to deliver to Parent a proxy in the form attached hereto as
Exhibit A (the "PROXY"), which shall be irrevocable, to the fullest extent
permitted by law, with respect to the
<PAGE> 17
total number of shares of capital stock of the Company beneficially owned (as
such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set
forth therein.
3. Representations and Warranties of the Shareholder. Shareholder
represents and warrants that he/she/it (i) is the beneficial owner of the
Shares, which at the date hereof are free and clear of any liens, claims,
options, charges or other encumbrances; (ii) does not beneficially own any
shares of capital stock of the Company other than the Shares (excluding shares
as to which Shareholder currently disclaims beneficial ownership in accordance
with applicable law); and (iii) has absolute and unrestricted power, capacity
and authority to make, enter into and perform the obligations imposed pursuant
to the terms of this Agreement.
4. Consent and Waiver. Shareholder hereby gives any consents or waivers
that are reasonably required for the consummation of the Merger under the terms
of any agreements to which Shareholder is a party or pursuant to any rights
Shareholder may have.
5. Additional Documents. Shareholder hereby convents and agrees to
execute and deliver any additional documents necessary or desirable, in the
reasonable opinion of Parent to carry out the intent of this Agreement.
6. Termination. This Agreement shall terminate and shall have no further
force or effect as of the earlier to occur of (i) such date and time as the
Merger shall become effective in accordance with the terms and provisions of the
Merger Agreement or (ii) such date and time as the Merger Agreement shall have
been terminated pursuant to Article VH thereof.
7. Miscellaneous.
7.1 Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, then the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
7.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by either
of the parties without prior written consent of the other.
7.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
7.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Shareholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
-2-
<PAGE> 18
7.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:
If to Parent: Portland, Inc.
-------------------------------
-------------------------------
Attn:
-------------------------
With a copy to: Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
Attn: Larry W. Sonsini, Esq.
Herbert P. Fockler, Esq.
If to the Shareholder: To the address for notice set forth on the
last page hereof.
With a copy to: Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306-2155
Attn:
-------------------------
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
7.6 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
California (without regard to the principles of conflict of laws thereof).
7.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
7.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
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<PAGE> 19
IN WITNESS WHEREOF, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
PORTLAND, INC.
By:
------------------------------------------------------
Title:
---------------------------------------------------
SHAREHOLDER:
By: Vobis Microcomputer AG
/s/ Willy Weck, /s/ Joachim Gut
Shareholder's Address for Notice:
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
Shares of Common Stock Beneficially Owned:
----------------
***CHICAGO VOTING AGREEMENT***
-4-
<PAGE> 20
EXHIBIT A
IRREVOCABLY PROXY
The undersigned shareholder of Chicago, Inc., a California corporation
(the "Company"), hereby irrevocably appoints the members of the Board of
Directors of Portland, Inc., a Delaware corporation ("PARENT"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the shares of capital stock of the Company
beneficially owned by the undersigned, which shares are listed on the final page
of this Proxy (the "SHARES"), and any and al other shares or securities issued
or issuable in respect thereof on or after the date hereof, until such time as
that certain Agreement of Merger and Plan of Reorganization dated as of April
15, 1998 (the "MERGER AGREEMENT"), among Parent, [______] Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and
the Company, shall be terminated in accordance with its terms or the Merger (as
defined in the Merger Agreement) is effective. Upon the execution hereof, all
prior proxies given by the undersigned with respect to the Shares and any and
all other shares or securities issued or issuable in respect thereof on or after
the date hereof are hereby revoked. The undersigned hereby agrees that no
subsequent proxies will be given.
The proxy is irrevocable, is granted pursuant to the Voting Agreement
dated as of April 15, 1998 between Parent and the undersigned shareholder (the
"VOTING AGREEMENT"), and is granted in consideration of Parent entering into the
Merger Agreement. The attorneys and proxies names above will be empowered at any
time prior to termination of the Merger Agreement to exercise all voting and
other rights (including, without limitation, the power to execute and deliver
written consents with respect to the Shares) of the undersigned at every annual,
special or adjourned meeting of the shareholders of the Company, and in every
written consent in lieu of such a meeting, or otherwise, in favor of approval of
the Merger and the Merger Agreement and any other matter that could reasonably
be expected to facilitate the Merger.
The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to termination of the Merger
Agreement at every annual, special or adjourned meeting of the shareholders of
the Company and in every written consent in lieu of such a meeting, or
otherwise, in favor of approval of the Merger and the Merger Agreement and any
other matter that could reasonably be expected to facilitate the Merger. The
undersigned shareholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
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<PAGE> 21
This proxy is irrevocable.
Dated: [__________], 1998
Signature of Shareholder:
----------------
Print Name of Shareholder:
---------------
---------------- Shares of Common Stock Beneficially Owned
***CHICAGO PROXY***
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<PAGE> 22
EXHIBIT F TO SCHEDULE 13D
IRREVOCABLE PROXY
<PAGE> 23
IRREVOCABLY PROXY
The undersigned shareholder of Chicago, Inc., a California corporation
(the "Company"), hereby irrevocably appoints the members of the Board of
Directors of Portland, Inc., a Delaware corporation ("PARENT"), and each of
them, as the sole and exclusive attorneys and proxies of the undersigned, with
full power of substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the shares of capital stock of the Company
beneficially owned by the undersigned, which shares are listed on the final page
of this Proxy (the "SHARES"), and any and al other shares or securities issued
or issuable in respect thereof on or after the date hereof, until such time as
that certain Agreement of Merger and Plan of Reorganization dated as of April
15, 1998 (the "MERGER AGREEMENT"), among Parent, [______] Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and
the Company, shall be terminated in accordance with its terms or the Merger (as
defined in the Merger Agreement) is effective. Upon the execution hereof, all
prior proxies given by the undersigned with respect to the Shares and any and
all other shares or securities issued or issuable in respect thereof on or after
the date hereof are hereby revoked. The undersigned hereby agrees that no
subsequent proxies will be given.
The proxy is irrevocable, is granted pursuant to the Voting Agreement
dated as of April 15, 1998 between Parent and the undersigned shareholder (the
"VOTING AGREEMENT"), and is granted in consideration of Parent entering into the
Merger Agreement. The attorneys and proxies names above will be empowered at any
time prior to termination of the Merger Agreement to exercise all voting and
other rights (including, without limitation, the power to execute and deliver
written consents with respect to the Shares) of the undersigned at every annual,
special or adjourned meeting of the shareholders of the Company, and in every
written consent in lieu of such a meeting, or otherwise, in favor of approval of
the Merger and the Merger Agreement and any other matter that could reasonably
be expected to facilitate the Merger.
The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at any time prior to termination of the Merger
Agreement at every annual, special or adjourned meeting of the shareholders of
the Company and in every written consent in lieu of such a meeting, or
otherwise, in favor of approval of the Merger and the Merger Agreement and any
other matter that could reasonably be expected to facilitate the Merger. The
undersigned shareholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
<PAGE> 24
This proxy is irrevocable.
Dated: [__________], 1998
Signature of Shareholder: /s/ Willy Weck
Print Name of Shareholder: Vobis Microcomputer AG
---------------- Shares of Common Stock Beneficially Owned
***CHICAGO PROXY***
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<PAGE> 25
EXHIBIT G TO SCHEDULE 13D
TERMINATION OF INVESTORS' RIGHTS AGREEMENT
<PAGE> 26
TERMINATION OF INVESTORS' RIGHTS AGREEMENT
WHEREAS, Award Software International, Inc. (the "Company") and the
investors set forth in Exhibit A hereto (each an "Investor" and collectively the
"Investors") have entered into that certain Investors' Rights Agreement, dated
as of January 12, 1996 (the "Agreement").
WHEREAS, Award Software International, Inc. ("Award") and Phoenix
Technologies Ltd. ("Phoenix") will enter into a business combination transaction
pursuant to which Phoenix Acquisition Corporation, a wholly owned subsidiary of
Phoenix, will merge with and into Award (the "Merger").
WHEREAS, pursuant to Sections 2.10 and 4.5 of the Agreement, the
undersigned Investors, representing a majority of the Registrable Securities (as
that term is defined therein) and the Company desire to amend the Agreement to
rescind all the rights granted pursuant to Article II and Article III thereof
and to terminate the Agreement (the "Termination") as of the closing of the
Merger.
NOW, THEREFORE, the undersigned Investors, representing a majority of
the Registrable Securities, and the Company hereby agree to rescind the rights
under Article II and Article III of the Agreement and to terminate the Agreement
effective upon the closing of the Merger. This Termination may be executed in
one or more counterparts, each of which shall constitute an original and all of
which shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned has executed this Termination as of
April 15, 1998.
VOBIS MICROCOMPUTER AG AWARD SOFTWARE INTERNATIONAL, INC.
By: /s/ Willy Weck, /s/ Joachim Gut By:____________________________________
Name: Willy Weck, Joachim Gut Name:__________________________________
Title: Chief Financial Officer, Title:_________________________________
Member of the Board
VENROCK ASSOCIATES VENROCK ASSOCIATES II, L.P
By:____________________________________ By:____________________________________
Name:__________________________________ Name:__________________________________
Title:_________________________________ Title:_________________________________
<PAGE> 27
EXHIBIT A
Venrock Associates
Venrock Associates II, L.P.
Walden Capital Partners II, L.P.
Walden Technology Ventures II, L.P.
Vobis Microcomputer AG
Chailease Venture Capital Co., Ltd.
Koos Venture Capital Co., Ltd.
Chinatrust Venture Capital Co., Ltd.
Hantech Venture Capital Co., Ltd.
Hung Lien Investment
-2-
