SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
OMEGA RESEARCH, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
- -------------------------------------------------------------------------------
(Title of Class of Securities)
68211E 10 1
- -------------------------------------------------------------------------------
(CUSIP Number)
William R. Cruz
Omega Research, Inc., 8700 West Flagler Street
Miami, Florida 33174
(305) 551-9991
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
DECEMBER 24, 1997
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE. Six copies of this statement, including all exhibits,
should be filed with the Commission. SEE Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the Notes).
1
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CUSIP No. 68211E 10 1
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
WRCF - I 1997 Limited Partnership
2) Check the Appropriate Row if a Member of a Group (SEE Instructions)
(a)____________________________________________________________________
(b)____________________________________________________________________
3) SEC Use Only___________________________________________________________
4) Source of Funds (SEE Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)___________________________________________________________
6) Citizenship or Place of Organization TEXAS
Number of (7) Sole Voting Power 7,206,554
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each (9) Sole Dispositive Power 7,206,554
Reporting
Person With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,206,554
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(SEE Instructions)_____________________________________________________
13) Percent of Class Represented by Amount in Row (11) 32.4%
14) Type of Reporting Person (SEE Instructions) PN
2
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CUSIP No. 68211E 10
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
RLCF-II 1997 Limited Partnership
2) Check the Appropriate Row if a Member of a Group (SEE Instructions)
(a)________________________________________________________________________
(b)________________________________________________________________________
3) SEC Use Only ______________________________________________________________
4) Source of Funds (SEE Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)____________________________________________________________________
6) Citizenship or Place of Organization TEXAS
Number of (7) Sole Voting Power 1,950,000
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each (9) Sole Dispositive Power 1,950,000
Reporting
Person With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,950,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(SEE Instructions)_____________________________________________________
13) Percent of Class Represented by Amount in Row (11) 8.8%
14) Type of Reporting Person (SEE Instructions) PN
3
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CUSIP No. 68211E 10 1
1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
William R. Cruz
2) Check the Appropriate Row if a Member of a Group (SEE Instructions)
(a)________________________________________________________________________
(b)________________________________________________________________________
3) SEC Use Only_______________________________________________________________
4) Source of Funds (SEE Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)____________________________________________________________________
6) Citizenship or Place of Organization USA
Number of (7) Sole Voting Power 9,156,554
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each (9) Sole Dispositive Power 9,156,554
Reporting
Person With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person 9,156,554
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(SEE Instructions)_____________________________________________________
13) Percent of Class Represented by Amount in Row (11) 41.2%
14) Type of Reporting Person (SEE Instructions) IN
4
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ITEM 1. SECURITY AND ISSUER.
Title of Securities: Common Stock, $.01 par value ("Common Stock")
Name and Address
of Issuer: Omega Research, Inc.
8700 West Flagler Street
Miami, FL 33174
ITEM 2. IDENTITY AND BACKGROUND.
Information with respect to WRCF-I 1997 Limited Partnership:
Name: WRCF-I 1997 Limited Partnership
State of Organization: Texas
Principal Business: Investor
Address of Principal Business
and Principal Office: 5100 Westheimer
Second Floor, Unit 17A
Houston, Texas 77056
Criminal Proceedings: None. See information herein with
respect to William R. Cruz, the sole
shareholder, director, president and
secretary of the Texas corporation which is
the general partner of WRCF-I 1997 Limited
Partnership, in which William R. Cruz is a
99% limited partner.
Civil Proceedings: None. See information herein with
respect to William R. Cruz, the sole
shareholder, director, president and
secretary of the Texas corporation which is
the general partner of WRCF-I 1997 Limited
Partnership, in which William R. Cruz is a
99% limited partner.
Information with respect to RLCF-II 1997 Limited Partnership:
Name: RLCF-II 1997 Limited Partnership
State of Organization: Texas
Principal Business: Investor
5
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Address of Principal Business
and Principal Office: 5100 Westheimer
Second Floor, Unit 17A
Houston, Texas 77056
Criminal Proceedings: None. See the information herein with
respect to William R. Cruz who is trustee
(with sole voting and dispositive power) of
the Ralph L. Cruz 1997 Grantor Retained
Annuity Trust #1, which trust provides for
annual distributions of principal and income
to Ralph L. Cruz (the brother of William R.
Cruz) for five years, and thereafter any
remainder interest is payable to the Ralph
L. Cruz 1997 Family Trust for the benefit of
certain family members and/or charitable
organizations. This trust is the 99% limited
partner of the RLCF-II 1997 Limited
Partnership (subject, however, to the making
effective as of December 31, 1997 of an
annual distribution by this trust of a
limited partner's interest to Ralph L. Cruz
pursuant to the terms of this trust) and the
sole shareholder of a Texas corporation
which is the managing member of a Texas
limited liability company that is the 1%
general partner of RLCF-II 1997 Limited
Partnership.
Civil Proceedings: None. See the information herein with
respect to William R. Cruz who is trustee
(with sole voting and dispositive power) of
the Ralph L. Cruz 1997 Grantor Retained
Annuity Trust #1, which trust provides for
annual distributions of principal and income
to Ralph L. Cruz (the brother of William R.
Cruz) for five years, and thereafter any
remainder interest is payable to the Ralph
L. Cruz 1997 Family Trust for the benefit of
certain family members and/or charitable
organizations. This trust is the 99% limited
partner of RLCF-II 1997 Limited Partnership
(subject, however, to the making effective
as of December 31, 1997 of an annual
distribution by this trust of a limited
partner's interest to Ralph L. Cruz pursuant
to the terms of this trust) and the sole
shareholder of a Texas corporation which is
the managing member of a Texas limited
liability company that is the 1% general
partner of RLCF-II 1997 Limited Partnership.
Information with respect to the Ralph L. Cruz 1997 Grantor Retained Annuity
Trust #1:
Name: Ralph L. Cruz 1997 Grantor Retained Annuity
Trust #1
State of Organization: Florida
Principal Business: Investor
6
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Address of Principal Business
and Principal Office: William R. Cruz, Trustee
Suite 250
8700 West Flagler Street
Miami, Florida 33174
Criminal Proceedings: None
Civil Proceedings: None
Information with respect to William R. Cruz:
Name: William R. Cruz
Business Address: Omega Research, Inc.
8700 West Flagler Street
Miami, Florida 33174
Principal Occupation: Co-Chairman of the Board, Co-Chief Executive
Officer and President of Omega Research,
Inc. (a provider of real-time investment
analysis software for the Microsoft Windows
operating system), 8700 West Flagler Street,
Miami, Florida 33174
Criminal Proceedings: None
Civil Proceedings: None
Citizenship: USA
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired by each of WRCF-I 1997 Limited Partnership and
RLCF-II 1997 Limited Partnership in exchange for the issuance by each such
limited partnership of all its outstanding partnership interests. With respect
to WRCF-I 1997 Limited Partnership, the following shares were transferred on
December 24, 1997: William R. Cruz transferred 72,066 shares to WRCF-I GP, Inc.,
which shares were thereupon transferred to WRCF-I 1997 Limited Partnership for a
1% general partnership interest therein; and William R. Cruz transferred
7,134,488 shares to WRCF-I 1997 Limited Partnership for a 99% limited
partnership interest therein. With respect to RLCF-II 1997 Limited Partnership,
the following shares were transferred
7
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on December 24, 1997: Ralph L. Cruz 1997 Grantor Retained Annuity Trust #1 (a
trust in which William R. Cruz, brother of Ralph L. Cruz, is the sole trustee)
transferred 19,500 shares to RLCF-II Manager, Inc. (a Texas corporation
wholly-owned by the Ralph L. Cruz 1997 Grantor Retained Annuity Trust #1), which
shares were thereupon transferred to RLCF-II GP, LLC (a Texas limited liability
company owned 1% by RLCF-II Manager, Inc. and 99% by the Ralph L. Cruz 1997
Grantor Retained Annuity Trust #1) and which shares were thereupon transferred
to RLCF-II 1997 Limited Partnership for a 1% general partnership interest
therein; and Ralph L. Cruz 1997 Grantor Retained Annuity Trust #1 transferred
1,930,500 shares to RLCF-II 1997 Limited Partnership for a 99% limited
partnership interest therein.
ITEM 4. PURPOSE OF TRANSACTION.
The shares were directly and indirectly transferred to the two above
referenced limited partnerships solely for the estate and tax planning purposes
of William R. Cruz and the Ralph L. Cruz 1997 Grantor Retained Annuity Trust #1.
See Item 3 above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Information with respect to WRCF-I 1997 Limited Partnership:
(a) Aggregate number and percentage of stock owned: See Items 11 and 13
of the applicable cover page.
(b) Shared versus sole voting and dispositive power: See Items 7, 8, 9
and 10 of the applicable cover page.
(c) Transactions during last 60 days: On December 24, 1997 the limited
partnership acquired 7,206,554 shares originally owned by William R. Cruz in
exchange for the issuance of all the outstanding partnership interests in WRCF-I
1997 Limited Partnership. See Item 3 above.
Information with respect to RLCF-II 1997 Limited Partnership:
(a) Aggregate number and percentage of stock owned: See Items 11 and 13
of the applicable cover page.
(b) Shared versus sole voting and dispositive power: See Items 7, 8, 9
and 10 of the applicable cover page.
(c) Transactions during the last 60 days: On December 24, 1997, RLCF-II
1997 Limited Partnership acquired 1,950,000 shares originally owned beneficially
by the Ralph L. Cruz 1997 Grantor Retained Annuity Trust #1 in exchange for the
direct and indirect issuance of all the outstanding partnership interests in
RLCF-II 1997 Limited Partnership. William R. Cruz is director, president and
secretary of the Texas corporation that is the managing member of the general
partner of RLCF-II 1997 Limited Partnership, which is controlled by the Ralph L.
Cruz 1997 Grantor Retained Annuity Trust #1. William R. Cruz, the brother of
Ralph L. Cruz, is the trustee of this trust and has the sole voting and
dispositive power of the shares beneficially owned by the trust. See Items 2 and
3 above.
8
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Information with respect to the Ralph L. Cruz 1997 Grantor Retained Annuity
Trust #1:
(a) Aggregate number and percentage of stock owned: The aggregate
number of shares benefically owned is 1,950,000, representing 8.8% of the
outstanding stock.
(b) Shared versus voting and dispositive power: The Ralph L. Cruz 1997
Grantor Retained Annuity Trust #1, acting through its trustee, William R. Cruz,
has sole voting and dispositive power with respect to the shares.
(c) Transactions within the last 60 days: On December 24, 1997, the
Ralph L. Cruz 1997 Grantor Retained Annuity Trust #1 transferred directly or
indirectly 1,950,000 shares to RLCF-II 1997 Limited Partnership.
Information with respect to William R. Cruz:
(a) Aggregate number and percentage of Common Stock owned: See Items 11
and 13 of the applicable cover page.
(b) Shared versus sole voting and dispositive powers: See Items 7, 8, 9
and 10 of the applicable cover page.
(c) Transactions during the last 60 days:
(i) On December 24, 1997, WRCF-I 1997 Limited Partnership acquired
7,206,554 shares originally owned by William R. Cruz in exchange for the
issuance of all of the outstanding partnership interests in WRCF-I 1997 Limited
Partnership. See Information with respect to the WRCF-I 1997 Limited Partnership
and Item 3 above.
(ii) On December 24, 1997, RLCF-II 1997 Limited Partnership
acquired 1,950,000 shares originally owned by the Ralph L. Cruz 1997 Grantor
Retained Annuity Trust #1 in exchange for the direct or indirect issuance of all
of the outstanding partnership interests in RLCF-II 1997 Limited Partnership.
See Information with respect to the RLCF-II 1997 Limited Partnership and Item 3
above.
(iii) On November 5, 1997, William R. Cruz sold 33,446 shares of
Common Stock at price of $10.23 per share to the several underwriters of Omega
Research, Inc.'s initial public offering upon the exercise by such underwriters
of a portion of their over-allotment option which was granted to them in
connection with such offering.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to Letter Agreements dated December 24, 1997, each of WRCF-I
1997 Limited Partnership, and RLCF-II 1997 Limited Partnership have agreed not
to sell, grant any option to purchase, pledge or otherwise dispose of or
transfer any Common Stock of Omega Research, Inc. (or any securities convertible
into or exchangeable for, or any rights to purchase or acquire, shares of Common
Stock), without the consent of BancAmerica ROBERTSON STEPHENS during the period
extending 180 days from the date the Registration Statement registering
4,255,000 shares of Common Stock of Omega Research, Inc. was declared effective
by the Securities and Exchange Commission (September 30, 1997), except for bona
fide gifts and partner distributions. This "lock-up" period expires March 29,
1998.
9
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1 Letter Agreement dated December 24, 1997 from WRCF-I 1997 Limited
Partnership in favor of BancAmerica ROBERTSON STEPHENS (formerly known
as Robertson, Stephens & Company), Hambrecht & Quist LLC and Lehman
Brothers Inc., as representatives of the underwriters.
2 Letter Agreement dated December 24, 1997 from RLCF-II 1997 Limited
Partnership in favor of BancAmerica ROBERTSON STEPHENS (formerly known
as Robertson, Stephens & Company), Hambrecht & Quist LLC and Lehman
Brothers Inc., as representatives of the underwriters.
10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 5, 1998
--------------------------------------------
(Date)
/s/ WILLIAM R. CRUZ
--------------------------------------------
(Signature)
William R. Cruz, President of WRCF-I GP,
INC., the general partner of WRCF-I 1997
Limited Partnership
--------------------------------------------
(Name and Title)
January 5, 1998
--------------------------------------------
(Date)
/s/ WILLIAM R. CRUZ
--------------------------------------------
(Signature)
William R. Cruz, President of RLCF-II
Manager, Inc., the managing partner of
RLCF-II GP, LLC, the general partner OF
RLCF-II 1997 Limited Partnership
--------------------------------------------
(Name and Title)
January 5, 1998
--------------------------------------------
(Date)
/s/ WILLIAM R. CRUZ
--------------------------------------------
(Signature)
WILLIAM R. CRUZ, Individual
--------------------------------------------
(Name and Title)
11
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
1 Letter Agreement dated December 24, 1997 from WRCF-I
1997 Limited Partnership in favor of BancAmerica
ROBERTSON STEPHENS (formerly known as Robertson, Stephens
& Company), Hambrecht & Quist LLC and Lehman Brothers
Inc., as representatives of the underwriters.
2 Letter Agreement dated December 24, 1997 from RLCF-II
1997 Limited Partnership in favor of BancAmerica
ROBERTSON STEPHENS (formerly known as Robertson, Stephens
& Company), Hambrecht & Quist LLC and Lehman Brothers
Inc., as representatives of the underwriters.
EXHIBIT 1
December 24,1997
Robertson, Stephens & Company LLC
Hambrecht & Quist LLC
Lehman Brothers Inc.
As Representatives of the several
Underwriters named in Schedule A
to the Underwriting Agreement
c/o Robertson, Stephens & Company LLC
555 California Street, Suite 2600
San Francisco, CA 94104
Salomon Sredni
Omega Research, Inc.
8700 West Flagler Street
Miami, Florida 33174
Re: RESTRICTIONS ON SALES OF COMMON SHARES
Ladies and Gentlemen:
Omega Research, Inc., a Florida corporation (the "Company"), and
certain of its stockholders propose to sell a certain number of shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Shares") of the
Company, in a public offering (the "Public Offering") underwritten by Robertson,
Stephens & Company LLC, Hambrecht & Quist LLC and Lehman Brothers Inc. (the
"Representatives") and several other underwriters (the Representatives and
several other underwriters are collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by existing stockholders prior to six months after the Public
Offering would be detrimental to their underwriting effort. They have requested
that the undersigned agree not to sell any shares of Common Stock for a period
ending 180 days after the effective date of the Registration Statement on Form
S-1 (the "Registration Statement") filed by the Company relating to the Shares.
The undersigned recognizes that it is in the best financial interests
of the undersigned, as a holder of shares of Common Stock, preferred stock,
warrants, options or convertible securities of the Company, that the Company
complete the proposed Public Offering.
<PAGE>
Robertson, Stephens & Company LLC
Hambrecht & Quist LLC
Lehman Brothers Inc.
Page 2
The undersigned further recognizes that the undersigned's shares of
Common Stock are, or may be, subject to certain restrictions on transferability,
including those imposed by the securities laws of the United States of America
or other jurisdictions. Notwithstanding these restrictions, the undersigned has
agreed to enter into this letter agreement to further assure the Underwriters
that the undersigned's shares of Common Stock, now held or hereafter acquired,
will not enter the public market at a time that might impair the underwriting
effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of Robertson, Stephens & Company LLC, offer, sell, contract to sell, grant any
option to purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned after the date hereof or
which may be deemed to be beneficially owned by the undersigned pursuant to the
Rules and Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Lock-up Shares"), other than pursuant to the underwriting
agreement to which the Underwriters are parties and which is described in the
definitive Prospectus prepared in connection with the Public Offering, for a
period commencing on the date hereof and ending 180 days after the effective
date of the Registration Statement (the "Lockup Period"). The foregoing
restriction is expressly agreed to preclude the holder of Lock-up Shares from
engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or results in a Disposition of Lock-up Shares during the
Lock-up Period, even if such Lockup Shares would be disposed of by someone other
than such holder. Such prohibited hedging or other transactions would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to any Lock-up Shares or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts, or (ii) as a
distribution to limited partners or shareholders of such person; provided the
transferee or transferees thereof agree(s) in writing as a condition precedent
to such transfer to be bound by the terms hereof. The transferor shall notify
Robertson, Stephens & Company LLC in writing prior to the transfer, and there
shall be no further transfer of such Lock-up Shares except in accordance with
this letter agreement. Moreover, notwithstanding any other provision of this
letter agreement, the undersigned may exercise any option to purchase shares of
Common Stock, PROVIDED, HOWEVER. that any shares so acquired shall constitute
Lock-Up Shares for the purposes of this letter agreement.
It is understood that, if the Underwriting Agreement between the
Representatives and the Company (the "Underwriting Agreement") does not become
effective, or if the Underwriting
<PAGE>
Robertson, Stephens & Company LLC
Hambrecht & Quist LLC
Lehman Brothers Inc.
Page 3
Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Shares, you
will release us from our obligations under this letter agreement.
The undersigned further agrees to permit all certificates evidencing
the Lock-up Shares to be stamped with an appropriate restrictive legend, and
will cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations
and agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Offering contemplated by the Registration
Statement.
Executed as an instrument under seal in accordance with the laws of the
State of Florida United States of America.
Very truly yours,
WRCF-I 1997 Limited Partnership, a Texas limited
partnership
By: WRCF-I GP, Inc., a Texas corporation
By: /S/ WILLIAM R. CRUZ
--------------------------
William R. Cruz, President
EXHIBIT 2
December 24, 1997
Robertson, Stephens & Company LLC
Hambrecht & Quist LLC
Lehman Brothers Inc.
As Representatives of the several
Underwriters named in Schedule A
to the Underwriting Agreement
c/o Robertson, Stephens & Company LLC
555 California Street, Suite 2600
San Francisco, CA 94104
Salomon Sredni
Omega Research, Inc.
8700 West Flagler Street
Miami, Florida 33174
Re: RESTRICTIONS ON SALES OF COMMON SHARES
Ladies and Gentlemen:
Omega Research, Inc., a Florida corporation (the "Company"), and
certain of its stockholders propose to sell a certain number of shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Shares") of the
Company, in a public offering (the "Public Offering") underwritten by Robertson,
Stephens & Company LLC, Hambrecht & Quist LLC and Lehman Brothers Inc. (the
"Representatives") and several other underwriters (the Representatives and
several other underwriters are collectively referred to as the "Underwriters").
The Underwriters have indicated that the prospect of sales of shares of
Common Stock by existing stockholders prior to six months after the Public
Offering would be detrimental to their underwriting effort. They have requested
that the undersigned agree not to sell any shares of Common Stock for a period
ending 180 days after the effective date of the Registration Statement on Form
S-1 (the "Registration Statement") filed by the Company relating to the Shares.
The undersigned recognizes that it is in the best financial interests
of the undersigned, as a holder of shares of Common Stock, preferred stock,
warrants, options or convertible securities of the Company, that the Company
complete the proposed Public Offering.
<PAGE>
Robertson, Stephens & Company LLC
Hambrecht & Quist LLC
Lehman Brothers Inc.
Page 2
The undersigned further recognizes that the undersigned's shares of
Common Stock are, or may be, subject to certain restrictions on transferability,
including those imposed by the securities laws of the United States of America
or other jurisdictions. Notwithstanding these restrictions, the undersigned has
agreed to enter into this letter agreement to further assure the Underwriters
that the undersigned's shares of Common Stock, now held or hereafter acquired,
will not enter the public market at a time that might impair the underwriting
effort.
The undersigned, therefore, hereby acknowledges and agrees that the
undersigned will not, directly or indirectly, without the prior written consent
of Robertson, Stephens & Company LLC, offer, sell, contract to sell, grant any
option to purchase, pledge or otherwise dispose of or transfer (collectively, a
"Disposition") any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, shares of Common Stock
held by the undersigned, acquired by the undersigned after the date hereof or
which may be deemed to be beneficially owned by the undersigned pursuant to the
Rules and Regulations promulgated under the Securities Exchange Act of 1934, as
amended (the "Lock-up Shares"), other than pursuant to the underwriting
agreement to which the Underwriters are parties and which is described in the
definitive Prospectus prepared in connection with the Public Offering, for a
period commencing on the date hereof and ending 180 days after the effective
date of the Registration Statement (the "Lockup Period"). The foregoing
restriction is expressly agreed to preclude the holder of Lock-up Shares from
engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or results in a Disposition of Lock-up Shares during the
Lock-up Period, even if such Lockup Shares would be disposed of by someone other
than such holder. Such prohibited hedging or other transactions would include,
without limitation, any short sale (whether or not against the box) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to any Lock-up Shares or with respect to any security
(other than a broad-based market basket or index) that includes, relates to or
derives any significant part of its value from the Lock-up Shares.
Notwithstanding the foregoing, the undersigned may transfer any or all
of the Lock-up Shares (i) as a bona fide gift or gifts, or (ii) as a
distribution to limited partners or shareholders of such person; provided the
transferee or transferees thereof agree(s) in writing as a condition precedent
to such transfer to be bound by the terms hereof. The transferor shall notify
Robertson, Stephens & Company LLC in writing prior to the transfer, and there
shall be no further transfer of such Lock-up Shares except in accordance with
this letter agreement. Moreover, notwithstanding any other provision of this
letter agreement, the undersigned may exercise any option to purchase shares of
Common Stock, PROVIDED, HOWEVER. that any shares so acquired shall constitute
Lock-Up Shares for the purposes of this letter agreement.
It is understood that, if the Underwriting Agreement between the
Representatives and the Company (the "Underwriting Agreement") does not become
effective, or if the Underwriting
<PAGE>
Robertson, Stephens & Company LLC
Hambrecht & Quist LLC
Lehman Brothers Inc.
Page 3
Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Shares, you
will release us from our obligations under this letter agreement.
The undersigned further agrees to permit all certificates evidencing
the Lock-up Shares to be stamped with an appropriate restrictive legend, and
will cause the transfer agent for the Company to note such restriction on the
transfer books and records of the Company.
The undersigned recognizes that you are relying on the representations
and agreements of the undersigned contained herein in entering into underwriting
arrangements with respect to the Offering contemplated by the Registration
Statement.
Executed as an instrument under seal in accordance with the laws of the
State of Florida United States of America.
Very truly yours,
RLCF-II 1997 Limited Partnership, a Texas
limited partnership
By: RLCF-II GP, LLC, a Texas limited liability company
By: RLCF-II Manager, Inc., a Texas corporation
By: /S/ WILLIAM R. CRUZ
--------------------------
William R. Cruz, President
