SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Memberworks Incorporated
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
5860021
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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 25 Pages
<PAGE>
CUSIP NO. 5860021 13G Page 2 of 25 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geocapital II, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares\
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,032 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 5860021 13G Page 3 of 25 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Softven Management
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,032 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 5860021 13G Page 4 of 25 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BVA Associates
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,032 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 5860021 13G Page 5 of 25 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen J. Clearman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 8,500 shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8,500 shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,659,532 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.3%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 5860021 13G Page 6 of 25 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Federman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,032 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 5860021 13G Page 7 of 25 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Irwin Lieber
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------- -----------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF 3,000 shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,000 shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,654,032 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 5860021 13G Page 8 of 25 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James J. Harrison
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
Not applicable
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0- shares
----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- shares
----------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants)
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,651,032 shares (including 6,688 shares issuable upon exercise of
warrants)
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |_|
SHARES*
Not applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON *
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a). Name of Issuer:
Memberworks Incorporated (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
680 Washington Blvd., Suite 1100, Stamford, CT 06901.
Item 2(a). Name of Persons Filing:
This statement is being filed by Geocapital II, L.P.
("Geocapital II"), Softven Management ("Softven"), BVA Associates
("BVA") and Stephen J. Clearman, Charles Federman, Irwin Lieber
and James J. Harrison. Mr. Federman is the managing partner of
BVA. BVA and Messrs. Clearman, Harrison and Lieber are general
partners of Softven, the sole general partner of Geocapital II.
Geocapital II, Softven, BVA and Messrs. Clearman, Federman,
Lieber and Harrison are sometimes referred to collectively herein
as the "Reporting Persons."
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Geocapital
II, BVA, Softven and Messrs. Clearman and Federman is One Bridge
Plaza, Fifth Floor, Fort Lee, New Jersey 07024. The address of
the principal business office of Mr. Lieber is c/o Geocapital
Corporation, 767 Fifth Avenue, 45th Floor, New York, NY 10153.
The address of the principal business office of Mr. Harrison is
777-80 San Antonio Road, Palo Alto, CA 94303.
Item 2(c). Citizenship:
Geocapital II is a limited partnership organized under the
laws of the State of Delaware. Softven and BVA are general
partnerships organized under the laws of the State of Delaware.
Messrs. Clearman, Federman, Lieber and Harrison are all United
States citizens.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value per share ("Common Stock").
Item 2(e). CUSIP Number:
5860021
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6)of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
Page 9 of 25 Pages
<PAGE>
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)
(F) of the Act.
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)
(ii)(G) of the Act.
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H) of the
Act.
Not applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned: Each of the Reporting Persons,
with the exception of Messrs. Clearman and Lieber, may be deemed
to own beneficially 2,651,032 shares (including 6,688 shares
issuable upon exercise of warrants) of Common Stock. Mr. Clearman
may be deemed to own beneficially 2,659,532 shares of Common
Stock. Mr. Lieber may be deemed to own beneficially 2,654,032
shares of Common Stock.
Geocapital II is the record owner of 2,644,344 shares of
Common Stock and presently exercisable warrants to purchase 6,688
shares of Common Stock (collectively, the "Geocapital II
Shares"). Mr. Clearman is the record owner of 8,500 shares of
Common Stock. Mr. Lieber is the record owner of 3,000 shares of
Common Stock.
As the sole general partner of Geocapital II, Softven may
be deemed to own beneficially all of the shares of Common Stock
that Geocapital II may be deemed to own beneficially. As general
partners of Softven, BVA and Messrs. Clearman, Lieber and
Harrison may each be deemed to own beneficially all of the
shares of Common Stock that Geocapital II may be deemed to own
beneficially. As managing partner of BVA, Mr. Federman may be
deemed to own beneficially all of the shares of Common Stock
that Geocapital II may be deemed to own beneficially. Therefore,
each Reporting Person, with the exception of Messrs. Clearman
and Lieber, may be deemed to own beneficially a total of
2,651,032 shares of Common Stock. In addition to the 2,651,032
Geocapital II Shares, Mr. Clearman owns 8,500 shares of Common
Stock and may thus be deemed to own beneficially 2,659,532
shares of Common Stock. In addition to the 2,651,032 Geocapital
II Shares, Mr. Lieber owns 3,000 shares of Common Stock and may
thus be deemed to own beneficially 2,654,032 shares of Common
Stock.
(b) Percent of Class: 18.2% for each Reporting Person except
18.3% for Mr. Clearman. The foregoing percentages are calculated
based on the 14,550,177 shares reported to be outstanding in the
Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0 shares for
each Reporting Person except Messrs. Clearman and Lieber; 8,500
shares for Mr.Clearman; and 3,000 shares for Mr. Lieber.
(ii) Shared power to vote or to direct the vote: 2,651,032
shares for each Reporting Person except Messrs. Clearman and
Lieber; 2,659,532 shares for Mr. Clearman; and 2,654,032 shares
for Mr. Lieber.
(iii) Sole power to dispose or to direct the dispositions
of: 0 shares for each Reporting Person except Messrs. Clearman
and Lieber; 8,500 shares for Mr. Clearman; and 3,000 shares for
Mr. Lieber.
(iv) Shared power to dispose or to direct the disposition
of: 2,651,032 shares for each Reporting Person except Messrs.
Clearman and Lieber; 2,659,532 shares for Mr. Clearman; and
2,654,032 shares for Mr. Lieber.
Each Reporting Person expressly disclaims beneficial ownership of
any shares of Common Stock of Memberworks Incorporated, except
in the case of Geocapital II, for the 2,644,344 shares it holds
of record, in the case of Mr. Clearman, for the 8,500 shares that
he holds of record, and in the case of Mr. Lieber, for the 3,000
shares that he holds of record.
Page 10 of 25 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable. Geocapital II, L.P., Softven Management, BVA
Associates and Messrs. Clearman, Federman, Lieber and Harrison
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 11 of 25
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its or his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 13, 1997
GEOCAPITAL II, L.P.
By: Softven Management
By: *
---------------------------
Stephen J. Clearman
General Partner
SOFTVEN MANAGEMENT
By: *
---------------------------
Stephen J. Clearman
General Partner
BVA ASSOCIATES
By: *
---------------------------
Charles Federman
Managing Partner
*
- ---------------------------
Stephen J. Clearman
*
- ---------------------------
Charles Federman
*
- ---------------------------
Irwin Lieber
*
- ---------------------------
James J. Harrison
Page 12 of 25 Pages
<PAGE>
*By: /s/ Richard A. Vines
--------------------------------------
Richard A. Vines
Attorney-in-Fact
- --------------------------------------------------------------------------------
This Schedule 13G was executed by Richard A. Vines pursuant to a Power of
Attorney which was previously filed with the Securities and Exchange Commission
as Exhibit 2 to a Schedule 13D for NETCOM On-Line Communication Services, Inc.
on February 15, 1995, a copy of which is attached hereto as Exhibit 2.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 13 of 25 Pages
<PAGE>
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of
the undersigned of shares of stock of Memberworks Incorporated
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 13th day of February, 1997.
GEOCAPITAL II, L.P.
By: Softven Management
By: *
-------------------------------
Stephen J. Clearman
General Partner
SOFTVEN MANAGEMENT
By: *
---------------------------
Stephen J. Clearman
General Partner
BVA ASSOCIATES
By: *
---------------------------
Charles Federman
Managing Partner
*
- -------------------------
Stephen J. Clearman
*
- -------------------------
Charles Federman
*
- -------------------------
Irwin Lieber
*
- -------------------------
James J. Harrison
Page 14 of 25 Pages
<PAGE>
*By: /s/ Richard A. Vines
-------------------------------------
Richard A. Vines
Attorney-in-Fact
- --------------------------------------------------------------------------------
This Agreement was executed by Richard A. Vines pursuant to a Power of Attorney
which was previously filed with the Securities and Exchange Commission as
Exhibit 2 to a Schedule 13D for NETCOM On-Line Communication Services, Inc. on
February 15, 1995, a copy of which is attached hereto as Exhibit 2.
Page 15 of 25 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard A. Vines his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th
day of February, 1995.
/s/Stephen J. Clearman
---------------------------------
Stephen J. Clearman
---------------------------------
Irwin Lieber
---------------------------------
James J. Harrison
---------------------------------
Lawrence W. Lepard
---------------------------------
Charles Federman
Page 16 of 25 Pages
<PAGE>
STATE OF NEW JERSEY )
)ss:
COUNTY OF )
On this 9th day of February, 1995, before me personally appeared Stephen
J. Clearman to me known and known to me to be the individual described in, and
who executed the foregoing certificate, and he thereupon duly acknowledged to me
that he excuted the same.
/s/ Margaret Ehrlich
----------------------------------------
Notary Public
My Commission Expires:Margaret Ehrlich
Notary Public of New Jersey
My Commission Expires May 25
STATE OF NEW YORK )
)ss:
COUNTY OF ROCKLAND )
On this ____ day of February, 1995, before me personally appeared Irwin
Lieber to me known and known to me to be the individual described in, and who
executed the foregoing certificate, and he thereupon duly acknowledged to me
that he excuted the same.
----------------------------------------
Notary Public
My Commission Expires:
Page 17 of 25 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard A. Vines his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th
day of February, 1995.
---------------------------------
Stephen J. Clearman
/s/Irwin Lieber
---------------------------------
---------------------------------
James J. Harrison
---------------------------------
Lawrence W. Lepard
---------------------------------
Charles Federman
Page 18 of 25 Pages
<PAGE>
STATE OF NEW JERSEY )
)ss:
COUNTY OF )
On this ____ day of February, 1995, before me personally appeared Stephen
J. Clearman to me known and known to me to be the individual described in, and
who executed the foregoing certificate, and he thereupon duly acknowledged to me
that he excuted the same.
----------------------------------------
Notary Public
My Commission Expires:
-----------------
STATE OF NEW YORK )
)ss:
COUNTY OF ROCKLAND )
On this 9th day of February, 1995, before me personally appeared Irwin
Lieber to me known and known to me to be the individual described in, and who
executed the foregoing certificate, and he thereupon duly acknowledged to me
that he excuted the same.
/s/Jeanne E. Flaherty
----------------------------------------
Notary Public
My Commission Expires: 4/30/95
JEANNE E. FLAHERTY
Notary Public, State of New York
No. 4615696
Qualified in Rockland County
Term Expires April 30, 1995
Page 19 of 25 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard A. Vines his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th
day of February, 1995.
---------------------------------
Stephen J. Clearman
---------------------------------
Irwin Lieber
/s/ James J. Harrison
---------------------------------
James J. Harrison
---------------------------------
Lawrence W. Lepard
---------------------------------
Charles Federman
Page 20 of 25 Pages
<PAGE>
CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT No.5907
================================================================================
State of California
County of Santa Clara
On 2/9/95 before me, Patricia R. Gekas, Notary Public
----------- -----------------------------------------------------
DATE NAME, TITLE OF OFFICER-E.G.,"JANE DOE, NOTARY PUBLIC"
personally appeared James J. Harrison
----------------------------------------------------
NAME(S} OF SIGNER(S)
|X| personally known to me - OR - |_| proved to me on the basis of
satisfactory evidence to be the person
whose name, is subscribed to the within
instrument and acknowledged to me that
[SEAL} he executed the same in his authorized
capacity, and that by his signature, on
the instrument the person, or the entity
upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/Patricia R. Gekas
---------------------------------------
SIGNATURE OF NOTARY
- ------------------------------------OPTIONAL-----------------------------------
Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
|X| INDIVIDUAL
|_| CORPORATE OFFICER Power of Attorney
---------------------------------
- ------------------------------- TITLE OR TYPE OF DOCUMENT
TITLE(S)
|_| PARTNER(S) |_| LIMITED 2
|_| GENERAL ---------------------------------
NUMBER OF PAGES
|_| ATTORNEY-IN-FACT
|_| TRUSTEE(S)
|_| GUARDIAN/CONSERVATOR
|_| OTHER: 2/9/95
------------------------- ---------------------------------
DATE OF DOCUMENT
-------------------------------
-------------------------------
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES}
4 others
- ----------------------------------- ---------------------------------
SIGNER(S) OTHER THAN NAMED ABOVE
- -----------------------------------
- -----------------------------------
================================================================================
(C)1993 NATIONAL NOTARY A5SOCIATION -
8236 Remmet Ave., P.O.Box 7184 - Canoga Park, CA 91308-7184
Page 21 of 25 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard A. Vines his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th
day of February, 1995.
---------------------------------
Stephen J. Clearman
---------------------------------
Irwin Lieber
---------------------------------
James J. Harrison
/s/Lawrence W. Lepard
---------------------------------
Lawrence W. Lepard
---------------------------------
Charles Federman
Page 22 of 25 Pages
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF )
On this ___ day of February, 1995, before me personally appeared James J.
Harrison to me known and known to me to be the individual described in, and who
executed the foregoing certificate, and he thereupon duly acknowledged to me
that he executed the same.
----------------------------------
Notary Public
My Commission Expires:______________
STATE OF NEW JERSEY )
) ss.:
COUNTY OF BERGEN )
On this 13th day of February, 1995, before me personally appeared Lawrence
W. Lepard to me known and known to me to be the individual described in, and who
executed the foregoing certificate, and he thereupon duly acknowledged to me
that he executed the same.
/s/ Anne G. Gilmen
----------------------------------
Notary Public
My Commission Expires: 9-19-95
-----------
Page 23 of 25 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Richard A. Vines his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, pursuant to section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and
all regulations promulgated thereunder, and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate,
fully to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th
day of February, 1995.
---------------------------------
Stephen J. Clearman
---------------------------------
Irwin Lieber
---------------------------------
James J. Harrison
---------------------------------
Lawrence W. Lepard
/s/Charles Federman
---------------------------------
Charles Federman
Page 24 of 25 Pages
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF SAN MATEO )
On this 9 day of February, 1995, before me personally appeared Charles
Federman to me known and known to me to be the individual described in, and who
executed the foregoing certificate, and he thereupon duly acknowledged to me
that he executed the same.
/s/ Sylvia A. Yacoub
[SEAL] ----------------------------------
Notary Public
My Commission Expires: 3-21-97
------------
Page 25 of 25 Pages
