<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
PHONE.COM, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
71920Q100
(CUSIP Number)
Craig A. Shelburne, Esq.
Senior Vice President and General Counsel
Software.com, Inc.
525 Anacapa Street
Santa Barbara, CA 93101
(805) 882-2470
Copies to:
Elizabeth R. Flint, Esq.
Steve L. Camahort, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
(Name, Address and Telephone Number of Person Authorized
<PAGE>
to Receive Notices and Communications)
August 8, 2000
(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 G.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are 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, as amended (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).
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<TABLE>
<CAPTION>
---------------------- ---------------------------
CUSIP No. 71920Q100 13D Page 2 of 10 Pages
---------------------- ---------------------------
<S> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SOFTWARE.COM, INC.
(I.R.S. IDENTIFICATION NO. 77-039-2373)
-----------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
-----------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
-----------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-----------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 16,516,495 shares of Common Stock (1)
OWNED BY ----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 10,759,625 shares of Common Stock (2)
WITH ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
16,516,495 shares of Common Stock (1)
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,276,120 shares of Common Stock (1)(2)
------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.9%
------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------------------------------------------------------------------------------
</TABLE>
2
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(1) 16,516,495 shares of Common Stock, par value $0.001 per share (the "Phone
Common Stock"), of Phone.com, Inc., a Delaware corporation ("Phone"), are
subject to a stock option agreement, dated August 8, 2000, between
Software.com, Inc., a Delaware Corporation ("Software") and Phone (the "Option
Agreement"). The stock options under the Option Agreement would become
exercisable by Software upon the occurrence of any event that would also allow
Software to collect a termination fee under the Merger Agreement (as defined
below). The stock options may only be exercised upon the occurrence of certain
events, none of which has occurred as of the date hereof. Software expressly
disclaims beneficial ownership of the shares of Phone Common Stock which are
purchasable by Software upon exercise of the stock options issued under the
Option Agreement.
(2) 10,759,625 shares of Phone Common Stock are subject to voting agreements
entered into by Software and certain stockholders of Phone ("Phone Voting
Agreements") (discussed in Items 3 and 4 below). Software expressly disclaims
beneficial ownership of any of the shares of Phone Common Stock covered by the
Phone Voting Agreements. Based on the number of shares of Phone Common Stock
outstanding as of July 31, 2000 (as represented by Phone in the Merger Agreement
discussed in Items 3 and 4), the number of shares of Phone Common Stock covered
by the Phone Voting Agreements represents approximately 13.0% of the outstanding
Phone Common Stock.
Item 1. Security and Issuer.
The class of securities to which this Statement relates is the Common
Stock, par value $0.001 per share, of Phone.com, Inc., a Delaware Corporation,
whose principal executive offices are located at 800 Chesapeake Drive, Redwood
City, California 94063.
Item 2. Identity and Background.
The name of the corporation filing this statement is Software.com,
Inc., a Delaware corporation. Software is a developer of carrier-scale Internet
infrastructure applications. Software's principal business address is 525
Anacapa Street, Santa Barbara, California 93101. The address of Software's
executive offices is the same as the address of its principal business.
The name, business address, present principal occupation or employment,
as well as the name, principal business and address of any corporation or other
organization in which such employment is conducted, and the citizenship of each
director and executive officer of Software are set forth in Annex A hereto and
are incorporated herein by reference.
During the last five years neither Software nor, to the best of
Software's knowledge, any of the other entities or individuals referred to in
Annex A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During the last five years neither Software nor, to the best of
Software's knowledge, any of the other entities or individuals referred to in
Annex A was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is 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.
Phone, Software and Silver Merger Sub Inc., a Delaware corporation and
a wholly-owned subsidiary of Phone ("Phone Merger Sub"), entered into an
Agreement and Plan of Merger dated as of August 8, 2000 (the "Merger
Agreement"). Pursuant to the Merger Agreement, Phone Merger Sub will merge with
and into Software, with Software continuing as the surviving corporation (the
"Merger"), such that Software will become a wholly-owned subsidiary of Phone.
Pursuant to the terms of the Merger Agreement, (i) each issued and outstanding
share of Software Common Stock, par value $0.001 ("Software Common Stock"), will
be exchanged for 1.6105 (the "Exchange Ratio") validly issued, fully paid and
nonassessable shares of Phone Common Stock; (ii) the outstanding
3
<PAGE>
warrants or options to purchase Software Common Stock that were granted under
the Software.com Stock Plans (as defined in the Merger Agreement) and the stock
option agreements executed pursuant thereto, will be assumed by Phone and
continued in accordance with their respective terms and each such warrant or
option will become a right to purchase a number of shares of Phone Common Stock
equal to the Exchange Ratio multiplied by the number of shares of Software
Common Stock subject to such warrant or option immediately prior to the
consummation of the Merger; and (iii) the outstanding offering periods under the
Software employee stock purchase plan (the "Software ESPP") shall be assumed by
Phone and shall continue in accordance with the Software ESPP and all rights to
purchase shares of Software Common Stock under the Software ESPP ("Purchase
Rights") will convert in accordance with the Exchange Ratio into rights to
purchase Phone Common Stock and shall be assumed by Phone. The Software ESPP
shall terminate or be merged into the stock purchase plan sponsored by Phone
immediately following the exercise of the last assumed Purchase Right.
The Merger is subject to customary closing conditions, including the
approval of the Merger by Software's stockholders, the approval by Phone's
stockholders of the issuance of Phone Common Stock pursuant to the Merger
Agreement, the termination or expiration of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), the receipt of certain tax opinions, the receipt of any other required
governmental regulatory approvals, and the satisfaction or waiver of certain
other conditions as more fully described in the Merger Agreement. There can be
no assurance that the required approvals will be obtained in a timely fashion,
if at all, or, in the case of regulatory approvals, if obtained, will not
contain certain conditions.
As a condition and inducement to the execution of the Merger Agreement,
Phone entered into the Option Agreement, dated as of August 8, 2000, with
Software. Pursuant to the Option Agreement, Phone granted to Software an option
(the "Option") to purchase up to 16,516,495 shares of Phone Common Stock,
subject to adjustment as described below, at a purchase price per share equal to
$78.0625 per share, subject to adjustment for certain changes in Phone's
capitalization. The number of shares of Phone Common Stock subject to the
Option will automatically adjust so as not to exceed 19.9% of the total number
of shares of the Phone Common Stock issued and outstanding. The Option is not
currently exercisable and may only be exercised under certain circumstances
described in the Option Agreement and outlined in this Schedule 13D. If the
Option were to become exercisable, the purchase price required to purchase all
shares of Phone Common Stock subject to the Option would be approximately
$1,289,318,890. Software anticipates that any funds to be paid by it upon
exercise of the Option would be provided from cash on hand and cash available
from external sources, including proceeds from debt or equity issuances.
Software did not pay additional consideration to Phone in connection with Phone
entering into the Option Agreement and granting the Option, but Software granted
a reciprocal option to Phone to purchase up to 19.9% of the issued and
outstanding shares of Software Common Stock at a price of $125.7197 per share of
Software Common Stock, subject to terms and conditions substantially identical
to those contained in the Option Agreement (the "Software Option Agreement").
Upon the occurrence of certain events set forth in the Option Agreement,
and upon demand by Software, Software would have the right to sell to Phone and
Phone would be obligated to repurchase from Software (the "Option Repurchase
Right") the Option and all or any portion of the shares of Phone Common Stock
issued pursuant to the Option. If the Option Repurchase Right becomes
exercisable, Phone would be obligated to repurchase the Option at a price equal
to the amount that the Market/Tender Offer Price (as defined in the Option
Agreement) exceeds the Exercise Price (as defined in the Option Agreement)
multiplied by the number of shares of Phone Common Stock purchasable pursuant to
the Option. In addition, the Option Agreement grants certain registration
rights to Software with respect to the shares of Phone Common Stock issued
pursuant to the Option.
Pursuant to the Phone Voting Agreements, certain holders of Phone Common
Stock (the "Phone Voting Agreement Stockholders") have agreed, severally and not
jointly, to vote their shares of Phone Common Stock (plus any additional shares
of Phone Common Stock or other securities acquired upon the exercise of options,
warrants and other rights to acquire shares of Phone Common Stock) beneficially
owned by each such stockholder (the "Phone Voting Agreement Shares") at every
Phone stockholders meeting and every written consent in lieu of such a meeting
in favor of adoption of the Merger Agreement and the approval of other actions
contemplated by the Merger Agreement and have granted Software an irrevocable
proxy to vote or grant a consent in respect of the Phone Voting Agreement Shares
in favor of these matters. Software did not pay additional consideration to any
Phone
4
<PAGE>
Voting Agreement Stockholder in connection with the execution and delivery
of the Phone Voting Agreements. The Phone Voting Agreements terminate upon the
earlier to occur of (i) the termination of the Merger Agreement, (ii) the
agreement of the parties to terminate the Phone Voting Agreement, or (iii) the
consummation of the Merger. Phone and certain holders of Software Common Stock
have also entered into similar agreements (the "Software Voting Agreements").
Also as a condition and inducement to the execution of the Merger
Agreement, Phone and Software have entered into a memorandum of understanding,
dated as of August 8, 2000 (the "Memorandum of Understanding"). Pursuant to the
terms of the Memorandum of Understanding, both parties agree to use good faith
efforts to enter into a definitive Reseller License and Services Agreement
within ten days of the effective date of the Memorandum of Understanding. The
Memorandum of Understanding will terminate upon the earlier of (i) the parties
entering into a definitive Reseller License and Services Agreement and (ii) 30
days from the effective date of the Memorandum of Understanding.
References to, and descriptions of, the Merger Agreement, the Option
Agreement, the Software Option Agreement, the Phone Voting Agreements, the
Software Voting Agreements and the Memorandum of Understanding as set forth
above in this Item 3 are qualified in their entirety by reference to the copies
of the Merger Agreement, the Option Agreement, the Software Option Agreement,
the form of the Phone Voting Agreement, the form of the Software Voting
Agreement and the Memorandum of Understanding attached as Exhibits 1, 2, 3, 4, 5
and 6, respectively, to this Schedule 13D, and are incorporated in this Item 3
in their entirety where such references and descriptions appear.
Item 4. Purpose of Transaction.
(a) Not Applicable.
(b) The information set forth or incorporated by reference in Item 3 is
incorporated herein by reference.
Pursuant to the terms and subject to the conditions set forth in the
Option Agreement, Software may exercise the Option, in whole or in part, at any
time or from time to time after the Merger Agreement is terminated under
circumstances which entitle Software to receive the Termination Fee (as defined
in Section 7.2 of the Merger Agreement). Notwithstanding Software's right to
receive the Termination Fee, if the Total Profit (as defined in the Option
Agreement) received by Software and its affiliates less certain adjustments
exceeds $230,454,545, then Software must make certain adjustments as set forth
in the Option Agreement so that its actual realized Total Profit will not exceed
$230,454,545, after taking into account such adjustments.
The Option will terminate upon the earlier of: (i) the date on which
the Effective Time (as defined in the Merger Agreement) of the Merger occurs;
(ii) the last date of the twelve-month period beginning on the date of
termination of the Merger Agreement pursuant to Section 7.1(b)(ii); provided,
that such termination has given rise to the right of Software to receive payment
of Software.com Expenses pursuant to Section 7.2(b)(1) of the Merger Agreement;
provided, that subsequent to such termination, if an event occurs that gives
rise to the obligation of Phone to pay the Termination Fee pursuant to Section
7.2(b)(2) of the Merger Agreement, then the last date of the six month period
beginning on the date of actual payment of the Termination Fee by Phone to
Software pursuant to Section 7.2(b)(2) of the Merger Agreement; (iii) the date
of termination of the Merger Agreement by either party pursuant to the
provisions of any section of the Merger Agreement other than Sections 7.1(b)(ii)
(other than as provided in clause (ii) above); provided, that such termination
occurs prior to the occurrence of a Triggering Event (as defined in the Option
Agreement); and (iv) the last date of the six-month period beginning on the date
of the first occurrence of a Triggering Event; provided, however, that if the
Option cannot be exercised as of any such date by reason of any applicable
judgment, decree, law, regulation or order (each, an "Impediment"), or by reason
of the waiting period under the HSR Act, then the Option Termination Event (as
defined in the Option Agreement) shall be delayed until the date which is thirty
days after such Impediment has been removed or such waiting period has expired.
Notwithstanding the termination of the Option, Software is entitled to
purchase those shares subject to the
5
<PAGE>
Option with respect to which it may have exercised the Option by delivery of a
written notice of exercise prior to the Option Expiration Date (as defined in
the Option Agreement), and the termination of the Option will not affect any
rights under the Option Agreement which by their terms do not terminate or
expire prior to or at the Option Expiration Date.
(c) Not applicable.
(d) Pursuant to the Merger Agreement, the Phone Board of Directors (the
"Board") is required to take all necessary action so that effective as of the
Effective Time (as defined in the Merger Agreement), the Board consists of six
members, three of whom are current members of the Software Board of Directors
and three of whom are current members of the Board. The Merger Agreement
requires that the Board take all necessary action to appoint, effective as of
the Effective Time (as defined in the Merger Agreement) as officers of Phone:
Donald J. Listwin as President and Chief Executive Officer, Alain Rossmann as
Chairman of the Board and Executive Vice President, John L. MacFarlane as
Executive Vice President and Alan S. Black as Chief Financial Officer.
(e) Other than as a result of the Merger described in this Schedule 13D,
not applicable.
(f) Not applicable.
(g) Software and Phone have each adopted a stockholders' rights plan. The
Software stockholders' rights plan specifically excludes the acquisition of
Software Common Stock by Phone pursuant to the Software Option Agreement or the
Software Voting Agreements. The Phone stockholders' rights plan specifically
excludes the acquisition of Phone Common Stock by Software pursuant to the
Merger Agreement, the Option Agreement or the Phone Voting Agreements. Pursuant
to the Merger Agreement, both Phone and Software agreed not to redeem their
respective Rights (as defined in their respective stockholders' rights plans) or
generally to amend, modify or terminate their stockholders' rights plans prior
to the Effective Time (as defined in the Merger Agreement).
(h)-(i) Not applicable.
(j) Not applicable.
References to, and descriptions of, the Merger Agreement, the Option
Agreement, the Software Option Agreement, the Phone Voting Agreements, the
Software Voting Agreements, and the Memorandum of Understanding as set forth
above in this Item 4 are qualified in their entirety by reference to the copies
of the Merger Agreement, the Option Agreement, the Software Option Agreement,
the form of the Phone Voting Agreement, the form of the Software Voting
Agreement, and the Memorandum of Understanding attached as Exhibits 1, 2, 3, 4,
5 and 6, respectively, to this Schedule 13D, and are incorporated in this Item 4
in their entirety where such references and descriptions appear.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The information set forth or incorporated by reference in Items 3 and 4
is incorporated herein by reference.
As a result of the Phone Voting Agreements, Software may be deemed to
be the beneficial owner of at least 10,759,625 shares of Phone Common Stock
which constitutes approximately 13.0% of the issued and outstanding shares of
Phone Common Stock based on the number of shares of Phone Common Stock
outstanding as of July 31, 2000 (as represented by Phone in the Merger
Agreement). Software may be deemed to have the shared power to vote (or to
direct the vote of) the Phone Voting Agreement Shares with respect to those
matters described in Item 3; however, Software (i) is not entitled to any rights
as a stockholder of Phone as to the Phone Voting Agreement Shares and (ii)
disclaims any beneficial ownership of the shares of Phone Common Stock which are
covered by the Phone Voting Agreements.
If pursuant to the Option Agreement the Option becomes exercisable,
Software would have the right to acquire up to 16,516,495 shares of Phone Common
Stock. If acquired, such Phone Common Stock would constitute approximately
19.9% of the issued and outstanding shares of Phone Common Stock based on the
number of shares
6
<PAGE>
of Phone Common Stock outstanding as of July 31, 2000 (as represented by Phone
in the Merger Agreement). In the event that Software exercises the option, it
would have the sole power to vote the shares and would then be entitled to all
rights as a stockholder of Phone as to the shares. The Option is not currently
exercisable, and until the Option becomes exercisable and is exercised, Software
does not have any right to vote (or to direct the vote of) or dispose (or to
direct the disposition of) any shares of Phone Common Stock that may be
purchased upon exercise of the Option. Accordingly, Software expressly disclaims
beneficial ownership of all such shares.
To Software's knowledge, no person listed in Annex A has an ownership
interest in Phone.
Set forth in Annex B are the names of the stockholders of Phone that
have entered into a Phone Voting Agreement with Software, and their present
principal occupation or employment, including the name, principal business and
address of any corporation or other organization in which such employment is
conducted, to Software's knowledge.
(c) To the knowledge of Software, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) No other person is known by Software to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Phone Common Stock obtainable by Software upon exercise of the
Option.
(e) Not applicable.
References to, and descriptions of, the Merger Agreement, the Option
Agreement and the Phone Voting Agreements as set forth above in this Item 5 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Option Agreement, and the form of Phone Voting Agreement listed as Exhibits
1, 2, and 4, respectively, to this Schedule 13D, and are incorporated in this
Item 5 in their entirety where such references and descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth or incorporated by reference in Items 3 to 5
is incorporated herein by reference.
In connection with the Merger Agreement, certain stockholders of Phone
(each an "Affiliate") have each entered into an affiliate agreement with
Software (collectively, the "Affiliate Letters") pursuant to which each
Affiliate has agreed not to sell, transfer, or otherwise dispose of or reduce
such Affiliate's risk with respect to any shares of the capital stock of
Software or Phone during the period commencing thirty days prior to the
Effective Time (as defined in the Merger Agreement) and ending at such time as
financial results covering at least 30 days of combined operations of Software
and Phone have been published by Phone, such publication to be in the form of a
quarterly earnings report, an effective registration statement filed with the
Securities and Exchange Commission (the "Commission"), a report to the
Commission on Form 10-K, 10-Q or 8-K, or any other public filing or announcement
which includes such combined results of operations, so as not to interfere with
accounting for the Merger as a pooling of interests. Certain holders of
Software Common Stock have also entered into similar agreements with Phone (the
"Software Affiliate Letters").
References to, and descriptions of, the Merger Agreement, the Affiliate
Letters, and the Software Affiliate Letters as set forth above in this Item 6
are qualified in their entirety by reference to the copies of the Merger
Agreement, the form of Affiliate Letter, and the form of Software Affiliate
Letter listed as Exhibits 1, 7 and 8, respectively, to this Schedule 13D, and
are incorporated in this Item 3 in their entirety where such references and
descriptions appear.
Item 7. Material to be Filed as Exhibits.
7
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<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
<S> <C>
1. Agreement and Plan of Merger, dated as of August 8, 2000, by and among
Phone.com, Inc., Software.com, Inc., and Silver Merger Sub Inc. (without
exhibits)
2. Stock Option Agreement, dated as of August 8, 2000, between Phone.com, Inc.,
and Software.com, Inc. (Option to Software.com, Inc.)
3. Stock Option Agreement, dated as of August 8, 2000, between Software.com,
Inc., and Phone.com, Inc. (Option to Phone.com, Inc.)
4. Form of Voting Agreement, between Software.com, Inc., and certain stockholders
of Phone.com, Inc.
5. Form of Voting Agreement, between Phone.com, Inc., and certain stockholders of
Software.com, Inc.
6. Memorandum of Understanding, dated as of August 8, 2000, by and between
Phone.com, Inc. and Software.com, Inc.
7. Form of Affiliate Letter, between Software.com, Inc., and certain stockholders
of Phone.com, Inc.
8. Form of Affiliate Letter, between Phone.com, Inc., and certain stockholders of
Software.com, Inc.
</TABLE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 17, 2000
SOFTWARE.COM, INC.
By: /s/ Craig A. Shelburne
-----------------------------------------
Name: Craig A. Shelburne
Title: Senior Vice President and General Counsel
8
<PAGE>
Annex A
DIRECTORS AND EXECUTIVE OFFICERS OF
SOFTWARE.COM, INC.
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Software. Unless otherwise indicated, each person identified below is employed
by Software.com, Inc. The principal address of Software.com, Inc., and unless
otherwise indicated below, the current business address for each individual
listed below is c/o Software.com, Inc., 525 Anacapa Street, Santa Barbara,
California 93101. To Software's knowledge, each of the individuals identified
below is a citizen of the United States, except Valdur Koha and Bernhard Woebker
who are citizens of Germany and Donald J. Listwin who is a citizen of Canada.
<TABLE>
<CAPTION>
Name and Title Present Principal Occupation and Name of Employer
----------------------------------------------------------------------------------------------------------------------
John L. MacFarlane
Chief Executive Officer and Director
Valdur Koha
President
Amy E. Staas
Vice President, Finance and Chief Financial Officer
Frank Perna, Jr. Chairman of the Board and Chief Executive Officer
Chairman of the Board MacNeal-Schwendler Corporation
<S> <C>
Neal Douglas Managing General Partner
Director Spectrum Equity Investors
333 Middlefield Road, Suite 200
Menlo Park, CA 94025
(415) 464-4600
Judith H. Hamilton Chief Executive Officer
Director Classroom Connect
8000 Marina Blvd, Fourth Floor
Brisbane, CA 94005-1863
(650) 351-5122
Donald J. Listwin Executive Vice President
Director Cisco Systems, Inc.
170 West Tasman Drive
San Jose, CA 95134
(408) 526-7683
Bernard Puckett Retired Private Investor
Director
Bernhard Woebker Vice President, Europe
Director Versant Corporation
Arabellastr. 4
D-81925 Munich
011-49-89-9200-7800
</TABLE>
9
<PAGE>
Annex B
The following table sets forth the name and present principal occupation or
employment of each Phone.com, Inc. stockholder that entered into a voting
agreement with Software.com, Inc. Except as indicated below, the business
address of each such person is c/o Phone.com, Inc., 800 Chesapeake Drive,
Redwood City, California 94063.
<TABLE>
<CAPTION>
Name and Business Address Present Principal Occupation Shares Beneficially
or Employment Owned
-------------------------------------------------------------------------------------------------
Phone.com, Inc. Directors:
<S> <C> <C>
Alain Rossmann Chairman, Chief Executive Officer 6,505,368
Charles Parrish Executive Vice President 1,071,275
Alan Black Vice President, Finance and 661,421
Administration, Chief Financial Officer
and Treasurer
Roger Evans Director, Greylock Management 256,681
Greylock Equity Limited Corporation 120,286
Partnership (Greylock Equity L.P.)
755 Page Mill Road, Suite A 100
Palo Alto, CA 94304
David Kronfeld Managing Member, JK&B Capital 8,040
JK&B Capital
205 N. Michigan Avenue, Suite 808
Chicago, Il 60601
Andrew Verhalen General Partner, Matrix Partners 206,722
Matrix Partners 846,658
2500 Sand Hill Road, Suite 113 (Matrix Partners IV, L.P.]
Menlo Park, CA 94025 48,318
(Matrix Partners
Entrepreneurs Fund IV, LP)
Reed Hundt Senior Advisor, McKinsey & Company 0
McKinsey & Co., Inc.
1101 Pennsylvania Ave., NW Suite 700
Washington, DC 20004
Executive Officers (other than
those who also serve as
Directors) of Phone.com, Inc.:
Michael Mulica Senior Vice President, Worldwide 31,416
Sales, Consulting and Support
Ben Linder Vice President, Marketing 414,870
Ross Bott Chief Operating Officer 588,570
</TABLE>
10
<PAGE>
Exhibit Index
<TABLE>
<C> <S>
1. Agreement and Plan of Merger, dated as of August 8, 2000, by and among
Phone.com, Inc., Software.com, Inc., and Silver Merger Sub Inc. (without
exhibits)
2. Stock Option Agreement, dated as of August 8, 2000, between Phone.com, Inc.,
and Software.com, Inc. (Option to Software.com, Inc.)
3. Stock Option Agreement, dated as of August 8, 2000, between Software.com,
Inc., and Phone.com, Inc. (Option to Phone.com, Inc.)
4. Form of Voting Agreement, between Software.com, Inc., and certain stockholders
of Phone.com, Inc.
5. Form of Voting Agreement, between Phone.com, Inc., and certain stockholders of
Software.com, Inc.
6. Memorandum of Understanding, dated as of August 8, 2000, by and between
Phone.com, Inc. and Software.com, Inc.
7. Form of Affiliate Letter, between Software.com, Inc., and certain stockholders
of Phone.com, Inc.
8. Form of Affiliate Letter, between Phone.com, Inc., and certain stockholders of
Software.com, Inc.
</TABLE>
11
