SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
SOFTWARE.COM, INC.
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
83402P104
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(CUSIP Number)
Steve Peters, Esq.
Vice President and General Counsel
Phone.com, Inc.
800 Chesapeake Drive
Redwood City, CA 94063
Telephone: (650) 562-0200
Copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher, & Flom LLP
525 University Ave
Palo Alto, CA 94301
Telephone: (650) 470-4500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 8, 2000
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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(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).
CUSIP NO. 83402P104 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PHONE.COM, INC.
(I.R.S. IDENTIFICATION NO. 94-321-9054)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
9,724,460 shares of Common Stock (1)
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9,321,551 shares of Common Stock (2)
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 9,724,460 shares of Common Stock (1)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,046,011 shares of Common Stock (1)(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39%
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14 TYPE OF REPORTING PERSON
CO
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(1) 9,321,551 shares of common stock, par value $0.001 per share (the
"Software Common Stock"), of Software.com, Inc., a Delaware corporation
("Software"), are subject to voting agreements entered into by
Phone.com, Inc., a Delaware Corporation ("Phone") and certain
stockholders of Software ("Software Voting Agreements") (discussed in
Items 3 and 4 below). Phone expressly disclaims beneficial ownership of
any of the shares of Software Common Stock covered by the Software
Voting Agreements. Based on the number of shares of Software Common
Stock outstanding as of July 31, 2000 (as represented by Software in
the Merger Agreement discussed in Items 3 and 4), the number of shares
of Software Common Stock covered by the Software Voting Agreements
represents approximately 19% of the outstanding Software Common Stock.
(2) 9,724,460 shares of Software Common Stock are subject to a stock option
agreement, dated August 8, 2000, between Phone and Software (the
"Option Agreement"). The stock options under the Option Agreement would
become exercisable by Phone upon the occurrence of any event that would
also allow Phone to collect a termination fee under the Merger
Agreement (as defined below). The Option may only be exercised upon the
occurrence of certain events, none of which has occurred as of the date
hereof. Phone expressly disclaims beneficial ownership of the shares of
Common Stock which are purchasable by Phone upon exercise of options
issued under the Stock Option Agreement.
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 Software.com, Inc., a Delaware
Corporation, whose principal executive offices are located at 525 Anacapa
Street, Santa Barbara, CA 93101
ITEM 2. IDENTITY AND BACKGROUND.
(a) Phone.com, Inc., a Delaware corporation.
(b) Phone's principal executive offices are located at 800 Chesapeake
Drive, Redwood City, CA 94063.
(c) Phone is a leading provider of software and services that enable
the delivery of Internet-based information services to mass market wireless
telephones.
The name, business address, present principal occupation or
employment, the name and principal business of any corporation or other
organization in which such employment is conducted and the citizenship of
each director and executive officer of Phone is set forth in Annex A hereto
and is incorporated herein by reference.
(d) During the last five years neither Phone, nor to the best of
Phone'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).
(e) During the last five years neither Phone nor, to the best of
Phone'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.
(f) Phone is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Phone, Software and Silver Merger Sub., a Delaware corporation and a
wholly-owned subsidiary of Phone ("Phone Merger Sub"), entered into an
Agreement and Plan of Merger Agreement 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,
will be exchanged for 1.6105 (the "Exchange Ratio") shares of validly
issued, fully paid and nonassessable shares of Phone common stock, par
value $0.001 ("Phone Common Stock"); (ii) the outstanding warrants or
options to purchase Software Common Stock that were granted under the
Software Option 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 (rounded to the nearest two place decimal) subject
to such warrant or option immediately prior to the consummation of the
Merger; and (iii) the outstanding 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.
In order to facilitate the consummation of the transactions
contemplated by the Merger Agreement and in consideration thereof, Phone
entered into the Option Agreement, dated as of August 8, 2000, with
Software. Pursuant to the Option Agreement, Software granted to Phone an
option (the "Option") to purchase up to 9,724,460 shares of Software Common
Stock, subject to adjustment as described below, at a purchase price per
share equal to $125.7197 per share, subject to adjustment for certain
changes in Phone's capitalization. The number of shares of Software Common
Stock subject to the Option will automatically adjust so as not to exceed
19.9% of the total number of shares of the Software 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 Software Common Stock
subject to the Option would be approximately $1,222,556,193. Phone
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. Phone did not
pay additional consideration to Software in connection with Software
entering into the Option Agreement and granting the Option, but Phone
granted a reciprocal option to Software to purchase up to 19.9% of the
issued and outstanding shares of Phone Common Stock at a price of $78.0625,
per share of Phone Common Stock, subject to terms and conditions
substantially identical to those contained in the Option Agreement.
Upon the occurrence of certain events set forth in the Option
Agreement, upon demand by Phone, Phone would have the right to sell to
Software and Software would be obligated to repurchase from Phone (the
"Option Repurchase Right") the Option and all or any portion of the shares
of Software Common Stock issued pursuant to the Option. If the Option
Repurchase Right becomes exercisable, Software would be obligated to
repurchase the Option at a price equal to the amount 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
Software Common Stock purchasable pursuant to the offer. In addition, the
Option Agreement grants certain registration rights to Phone with respect
to the shares of Software Common Stock issued pursuant to the Option.
Pursuant to the Software Voting Agreement, certain holders of
Software Common Stock have agreed, severally and not jointly, to grant an
irrevocable proxy to vote their shares of Software Common Stock (plus any
additional shares of Software Common Stock or other securities acquired
upon the exercise of options, warrants and other rights to acquire shares
of Software Common Stock) beneficially owned by each such stockholder (the
"Software Voting Agreement Shares") at every Software 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. The Software 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 Software Voting Agreement or (iii) the
consummation of the Merger. Software and certain stockholders of Phone
Common Stock have also entered into similar agreements. Phone did not pay
additional consideration to any Software Voting Agreement stockholder in
connection with the execution and delivery of the Software Voting
Agreements.
Also in connection with entering into the Merger Agreement, Phone and
Software have entered into a memorandum of understanding, dated as of
August 8, 2000, by and between Phone and Software (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 of parties entering into the
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 form of 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 form of Software Voting Agreements and the Memorandum of
Understanding listed as Exhibits 1, 2, 3 and 4 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.
The information set forth or incorporated by reference in Item 3 is
hereby incorporated herein by reference.
Pursuant to the terms and subject to the conditions set forth in the
Option Agreement, Phone may exercise the Option, in whole or in part, at
any time or from time to time after the Merger Agreement is terminated by
Phone under circumstances which entitle Phone to receive the Termination
Fee (as defined in Section 7.2 of the Merger Agreement); provided that if
the Termination Fee is not payable at the time that the Merger Agreement is
terminated, the Option will not be exercisable until such time as the
Termination Fee becomes payable pursuant to the Merger Agreement.
Notwithstanding Phone's right to receive the Termination Fee, if the Total
Profit (as defined in the Option Agreement) less certain adjustments
received by Phone and its affiliates exceeds $230,454,545, then Phone 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 of the Merger occurs; (ii) the last date of the twelve
(12) month period beginning on the date of termination of the Merger
Agreement pursuant to Section 7.1(b)(iii); provided, that such termination
has given rise to the right of Phone to receive payment of Software
expenses pursuant to Section 7.2(c)(1) of the Merger Agreement; provided,
that subsequent to such termination, if an event occurs that gives rise to
the obligation of Software to pay the Termination Fee pursuant to Section
7.2(c)(2) of the Merger Agreement, then the last date of the six (6) month
period beginning on the date of actual payment of the Termination Fee by
Software to Phone pursuant to Section 7.2(c)(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)(iii) (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 (6) 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 shall be delayed until the date which is thirty (30) days after such
Impediment has been removed or such waiting period has expired.
Notwithstanding the termination of the Option, Phone is entitled to
purchase those shares subject to the 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.
At the Effective Time (as defined in the Merger Agreement), pursuant
to the Merger Agreement, the Board of Directors of Phone (the "Board") is
required to take all action necessary to include three persons who are
current members of the Board of Directors of Software (the "Software
Directors"). The Merger Agreement requires that the Board take all
necessary to action to appoint, as officers of the combined company: 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.
Software and Phone have each adopted a stockholders' rights plan. The
Phone stockholders' rights plan specifically excludes the acquisition of
Phone Common Stock by Phone pursuant to the 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, a reciprocal option agreement and
reciprocal 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.
References to, and descriptions of, the Merger Agreement, the Option
Agreement, the form of 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 form of Software Voting Agreements and the Memorandum of
Understanding listed as Exhibits 1, 2, 3 and 4 respectively, to this
Schedule 13D, and are incorporated in this Item 3 in their entirety where
such references and descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth or incorporated by reference in Items 3 and
4 is hereby incorporated herein by reference.
The number of shares of Software Common Stock covered by the Option
is 9,724,460 (representing approximately 19.9% of the shares of Software
Common Stock issued and outstanding as of July 31, 2000, as represented by
Software in the Merger Agreement). In the event that Phone 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 Software as to the shares. The
Option is not currently exercisable, and until the Option becomes
exercisable and is exercised, Phone does not have any right to vote (or to
direct the vote of) or dispose (or to direct the disposition of) any shares
of Software Common Stock that may be purchased upon exercise of the Option.
Accordingly, Phone expressly disclaims beneficial ownership of all such
shares.
As a result of the Software Voting Agreements, Phone may be deemed
to be the beneficial owner of at least 9,321,551 shares of Software Common
Stock which constitutes approximately 19% of the issued and outstanding
shares of Software Common Stock based on the number of shares of Software
Common Stock outstanding as of July 31, 2000, (as represented by Software
in the Merger Agreement) Phone may be deemed to have the shared power to
vote the Shares with respect to those matters described in Item 3, however,
Phone (i) is not entitled to any rights as a stockholder of Software as to
the above mentioned shares and (ii) disclaims any beneficial ownership of
the shares of Software Common Stock which are covered by the Software
Voting Agreements.
Set forth in Annex B are the names of the stockholders of Software
that have entered into the Software Voting Agreements with Phone 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 Phone's knowledge.
Other than as set forth in this Schedule 13D, as of the date hereof
(i) neither Phone nor any subsidiary of Phone nor, to the best of Phone's
knowledge, any of Phone's executive officers, directors or other affiliates
beneficially owns any shares of Software Common Stock, and (ii) there have
been no transactions in shares of Software Common Stock effected during the
past 60 days by Phone or by any subsidiary of Phone or, to the best of
Phone's knowledge, by any of Phone's executive officers, directors or other
affiliates.
No other person is known by Phone 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 Software Common Stock obtainable by Phone upon
exercise of the Option.
References to, and descriptions of, the Merger Agreement, the Option
Agreement, the form of Software Voting Agreements, and the Memorandum of
Understanding 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, the form of Software Voting Agreements and the Memorandum of
Understanding listed as Exhibits 1, 2, 3 and 4 respectively, to this
Schedule 13D, and are incorporated in this Item 3 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
through 5 is hereby incorporated hereby by reference.
In connection with the Merger Agreement, certain stockholders of
Software (each an "Affiliate") have each entered into an affiliate
agreement with Phone (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 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 Phone Common Stock have also entered into similar
agreements with Software (the "Phone Affiliate Letters").
References to, and descriptions of, the Affiliate Letters, and the
Phone Affiliate Letters as set forth above in this Item 6 are qualified in
their entirety by reference to the copies of , the form of Affiliate
Letters, and the form of Phone Affiliate Letters, filed as Exhibits E/H and
F, respectively to the Merger Agreement, filed as Exhibit 1 to this
Schedule 13D, and are incorporated in this Item 3 in their entirety where
such references and descriptions appear.
References to, and descriptions of, the Merger Agreement the Option
Agreement, the form of Software Voting Agreements, and the Memorandum of
Understanding as set forth above in this Item 6 are qualified in their
entirety by reference to the copies of the Merger Agreement, the Option
Agreement, the form of Software Voting Agreements and the Memorandum of
Understanding listed as Exhibits 1, 2, 3 and 4 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.
Exhibit Description
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1. Agreement and Plan of Merger, dated as of August 7, 2000, by and
among Phone.com, Inc., Software.com, Inc., and Silver Merger Sub
Inc., together with exhibits thereto.
2. Stock Option Agreement, dated as of August 8, 2000, between
Phone.com, Inc., and Software.com, Inc.
3. Form of Voting Agreement, between Phone.com, Inc., and certain
stockholders of Software.com, Inc.
4. Memorandum of Understanding, dated as of August 8, 2000, by and
between Phone.com, Inc. and Software.com, Inc.
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
PHONE.COM, INC.
By: /s/ Alan Black
---------------------------------
Name: Alan Black
Title: Vice President of Finance and
Administration, Chief Financial
Officer and Treasurer
ANNEX A
Set forth below is the name, citizenship, current business address,
the present principal occupation or employment of each director and
executive officer of Phone.com, Inc. Unless otherwise indicated, each
person identified below is employed by Phone.com, Inc. The principal
address of Phone.com, Inc., and unless otherwise indicated below, the
current business address for each individual listed below is 800 Chesapeake
Drive, Redwood City, CA 94063.
Present Principal Occupation
Name and Business Address or Employment Citizenship
-------------------------- ----------------------------------- -----------
Directors:
Alain Rossmann Chairman, Chief Executive Officer French
Charles Parrish Executive Vice President American
Alan Black Vice President, Finance and Canadian
Administration, Chief Financial
Officer and Treasurer
Roger Evans Director, Greylock Management British
Greylock Equity Limited Corporation
Partnership
755 Page Mill Road,
Suite A 100
Palo Alto, CA 94304
David Kronfeld Managing Member, JK&B Capital American
JK&B Capital
205 N. Michigan Avenue,
Suite 808
Chicago, Il 60601
Andrew Verhalen General Partner, Matrix Partners American
Matrix Partners
2500 Sand Hill Road
Suite 113
Menlo Park, CA 94025
Reed Hundt Senior Advisor, McKinsey & Company American
McKinsey & Co., Inc.
1101 Pennsylvania Ave., NW
Suite 700
Washington, DC 20004
Executive Officers (other
than those who also serve
as Directors):
Mike Mulica Senior Vice President, Worldwide American
Sales, Consulting and Support
Ben Linder Vice President, Marketing American
Ross Bott Chief Operating Officer American
ANNEX B
Set forth below is the name, current business address, the present
principal occupation or employment of each Software.com, Inc. stockholder
that entered into a voting agreement with Phone.com, Inc. Except as
indicated below, the business address of each such person is c/o
Software.com, Inc., 525 Anacapa Street, Santa Barbara, California 93101.
Shares
Present Principal Occupation Beneficially
Name and Business Address or Employment Owned
------------------------- ---------------------------------- ------------
John L. MacFarlane Chief Executive Officer, Founder 5,322,982
and Director
Valdur Koha President 3,436,065
Frank Perna Chief Chairman of the Board and 95,988
Chief Executive Officer,
MacNeal-Schwendler Corporation
Neal Douglas Managing General Partner, 260,516
Spectrum Equity Investors Spectrum Equity Investors
333 Middlefield Road,
Suite 200
Menlo Park, CA 94025
Bernard Puckett President and Chief Executive 90,000
Officer, Mobile Telecommunications
Technologies
Bernhard Woebker Vice President, Europe, Versant 116,000
Arabellastr.4 Corporation
D-81925 Munich
EXHIBIT INDEX
1. Agreement and Plan of Merger, dated as of August 7, 2000, by and
among Phone.com, Inc., Software.com, Inc., and Silver Merger Sub
Inc., together with exhibits thereto.
2. Stock Option Agreement, dated as of August 8, 2000, between
Phone.com, Inc., and Software.com, Inc.
3. Form of Voting Agreement, between Phone.com, Inc., and certain
stockholders of Software.com, Inc.
4. Memorandum of Understanding, dated as of August 8, 2000, by and
between Phone.com, Inc. and Software.com, Inc.
