------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
---------------------------
NETCREATIONS, INC.
(Name of Issuer)
---------------------------
Common Stock, Par Value $0.01 Per Share
(Title of Class or securities)
---------------------------
64110N102
(CUSIP Number of Class of Securities)
---------------------------
Rosalind B. Resnick
President and Chief Executive Officer
379 West Broadway, Suite 202
New York, NY 10012
(212) 625-1370
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
Copy to:
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1454
------------------------------------
December 22, 2000
(Date of Event to Which This Filing Relates)
------------------------------------------------------------------------
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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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. Seess. 240.13d-7(b) 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).
(Continued on following pages)
<PAGE>
CUSIP No. 64110N102
(1) NAME OF REPORTING PERSON
SEAT Pagine Gialle S.p.A.
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable (foreign entity)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Italy
NUMBER OF (7) SOLE VOTING POWER
SHARES None
(8) SHARED VOTING POWER
10,098,601
(9) SOLE DISPOSITIVE POWER
None
(10) SHARES DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,098,601
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( ) (See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.0%
(14) TYPE OF REPORTING PERSON
CO
2
<PAGE>
CUSIP No. 64110N102
(1) NAME OF REPORTING PERSON
Sogerim, Societe Anonyme
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable (foreign entity)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO, WC
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 10,098,601
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARES DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,098,601
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( ) (See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.0%
(14) TYPE OF REPORTING PERSON
CO
3
<PAGE>
CUSIP No. 64110N102
(1) NAME OF REPORTING PERSON
Nickel Acquisition Corp.
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
(I.R.S. Identification No. Applied for)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 10,098,601
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARES DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,098,601
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( ) (See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.0%
(14) TYPE OF REPORTING PERSON
CO
4
<PAGE>
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by the SEAT Group that it is the beneficial
owner of any of the common stock of NetCreations, Inc. referred to herein for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or for any other purpose, and such beneficial ownership is
expressly disclaimed.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.01 par value
per share (the "Issuer Common Stock"), of NetCreations, Inc., a New York
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 379 West Broadway, Suite 202, New York, New York 10012.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement are as follows: SEAT
Pagine Gialle S.p.A. ("Parent"), a limited company organized under the laws of
the Republic of Italy, Sogerim, Societe Anonyme ("Lux Sub"), a Luxembourg
corporation and Nickel Acquisition Corp. ("Merger Sub"), a New York corporation
and a direct wholly owned subsidiary of Lux Sub (Parent, Lux Sub and Merger Sub
are collectively referred to as the "SEAT Group").
(b) The address of the principal office and principal business of the SEAT
Group is Via Aurelio Saffi 18, 10138 Torino, Italy.
(c) Parent is a leading new economy company and the largest Internet
Service Provider in Italy. Set forth in Schedule A hereto, which is incorporated
herein by reference, is the name, business address, present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted and citizenship, of
each of Parent's directors and executive officers and each of the directors and
executive officers of Telecom Italia, which controls Parent, as of the date
hereof.
(d) During the past five years, neither The SEAT Group nor, to The SEAT
Group's knowledge, any person named in Schedule A hereto, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither The SEAT Group nor, to The SEAT
Group's knowledge, any person named in Schedule A hereto, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Shareholders' Agreement, dated as of December 22, 2000 (the
"Shareholders' Agreement"), among Parent, Lux Sub, Merger Sub and certain
shareholders of the Issuer set forth on Schedule A thereto (the "Shareholders"),
the SEAT Group may be deemed to be the beneficial owner of 10,098,601 shares of
Issuer Common Stock. See the response to Item 5. The SEAT Group and the
Shareholders entered into the Shareholders Agreement to induce the SEAT Group to
enter into the Agreement and Plan of Merger, dated as of December 22, 2000 (the
"Merger Agreement"), among Parent, Lux Sub, Merger Sub and the Issuer. The
descriptions of the Merger Agreement and the Shareholders' Agreement contained
herein are qualified in their entirety by reference to such agreements, which
are attached hereto as Exhibits 1 and 2.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) The Shareholders' Agreement was entered into as a condition to the
willingness of Parent to enter into the Merger Agreement and to increase the
likelihood that the approval of the Issuer's stockholders required in connection
with the merger of Merger Sub with and into the Issuer (the "Merger") will be
obtained. In the Merger, the Issuer will continue as the surviving corporation
(the "Surviving Corporation") and as a wholly owned subsidiary of Lux Sub. In
the Merger, each share of Issuer common stock will be converted into the right
to receive $7.00 in cash. The Merger is subject to certain conditions.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of Merger Sub shall be
the existing directors of the Surviving Corporation, who are Paolo Gonano,
Jacques Loesch, Fabio Morvilli and Massimo Racca. The officers of the Surviving
Corporation shall be the existing officers of Merger Sub, until their respective
successors are duly elected or appointed and qualified or until their
resignation or removal.
5
<PAGE>
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
Merger Sub shall constitute the Certificate of Incorporation of the Surviving
Corporation until thereafter amended and shall read in its entirety as set forth
in Exhibit 3 to this Schedule 13D, which is incorporated herein in its entirety
by reference. Upon consummation of the Merger, the By-laws of Merger Sub, as in
effect immediately prior to the Merger, shall be the By-laws of the Surviving
Corporation until thereafter amended.
(h) - (i) Upon consummation of the Merger in accordance with the Merger
Agreement, the Issuer Common Stock will be delisted from The Nasdaq Stock
Market's National Market and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, the SEAT Group currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (i) of this Schedule 13D (although the SEAT Group reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Shareholders' Agreement, the SEAT Group may be
deemed to be the beneficial owner of the Shares. The Shares constitute
approximately 65% of the issued and outstanding shares of Issuer Common Stock
based on 15,534,000 outstanding shares of Issuer Common Stock represented by the
Issuer as outstanding as of December 22, 2000 in the Merger Agreement.
Pursuant to the Shareholders' Agreement, the Shareholders have agreed,
among other things, (i) to vote an aggregate of 10,098,601 shares of Issuer
Common Stock (the "Shares") beneficially owned by the Shareholders in favor of
(a) the adoption of the Merger Agreement, (b) the approval of the Merger and (c)
the approval of the other transactions contemplated by the Merger Agreement,
(ii) subject to certain exceptions, not to sell, transfer, pledge, assign or
otherwise dispose of any such Shares or enter into any arrangement with respect
to the sale, transfer, pledge, assignment or other disposition of such shares,
and (iii) not to grant any proxy with respect to such Shares. Further, by their
execution of the Shareholders' Agreement, each Shareholder has irrevocably
appointed Parent, Lux Sub and Merger Sub, and each of them individually, as his
or her lawful attorney and proxy (the "Attorney"). Such proxy gives the Attorney
the limited right to vote the Shares in all matters related to the Merger. The
Shareholders and the number of Shares subject to their respective Shareholder
Agreements are set forth in Schedule B hereto, which is incorporated herein by
reference.
In exercising its right to vote the Shares as lawful attorney and proxy of
the Shareholders, the Attorney will be limited, at every Issuer shareholders'
meeting and every written consent in lieu of such meeting, to vote the Shares in
favor of approval and adoption of the Merger and the Merger Agreement. The
Shareholders may vote the Shares on all other matters. The Shareholders
Agreement terminates upon the earlier to occur of (i) such date and time as the
Merger shall become effective in accordance with the terms and provisions of the
Merger Agreement and (ii) the date of termination of the Merger Agreement.
(c) Neither the SEAT Group nor, to the knowledge of the SEAT Group, any
person named in Schedule A, has effected any transaction in the Issuer Common
Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Items 3, 4 and 5 and incorporated herein by
reference, to the knowledge of the SEAT Group, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
6
<PAGE>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
1. Agreement and Plan of Merger, dated as of December 22, 2000, among SEAT
Pagine Gialle S.p.A., a limited company organized under the laws of the Republic
of Italy and a majority owned subsidiary of Telecom Italia S.p.A., a limited
company organized under the laws of the Republic of Italy, Sogerim, Societe
Anonyme, a Luxembourg corporation and a wholly owned subsidiary of Telecom
Italia S.p.A., Nickel Acquisition Corp., a New York corporation and a direct
wholly owned subsidiary of Sogerim, Societe Anonyme, and NetCreations, Inc., a
New York corporation.
2. Shareholders' Agreement and irrevocable proxy, dated as of
December 22, 2000, among SEAT Pagine Gialle S.p.A., a limited company organized
under the laws of the Republic of Italy and a majority owned subsidiary of
Telecom Italia S.p.A., a limited company organized under the laws of the
Republic of Italy, Sogerim, Societe Anonyme, a Luxembourg corporation and a
wholly owned subsidiary of Telecom Italia S.p.A., Nickel Acquisition Corp., a
New York corporation and a direct wholly owned subsidiary of Sogerim, Societe
Anonyme, and certain shareholders of NetCreations, Inc., a New York corporation.
3. Certificate of Incorporation of Nickel Acquisition Corp.
4. SEAT Pagine Gialle S.p.A. Power of Attorney dated December 22, 2000.
5. Sogerim, Societe Anonyme Power of Attorney dated December 22, 2000.
6. Nickel Acquisition Corp. Power of Attorney dated December 22, 2000.
7
<PAGE>
SIGNATURE
After due 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.
SEAT PAGINE GIALLE S.P.A.
By *
_____________________________
Lorenzo Pellicioli
Chief Executive Officer
SOGERIM, SOCIETE ANONYME
By *
_____________________________
Fabio Morvilli
Chairman
NICKEL ACQUISITION CORP.
By *
_____________________________
Filippo Zamparelli
President
* By /s/ Marc Henon
______________________
Marc Henon
Attorney-in-Fact
Dated: December 29, 2000
8
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Name
------- ------------
1. Agreement and Plan of Merger, dated as of December 22, 2000,
among SEAT Pagine Gialle S.p.A., a limited company organized
under the laws of the Republic of Italy and a majority owned
subsidiary of Telecom Italia S.p.A., a limited company organized
under the laws of the Republic of Italy, Sogerim, Societe
Anonyme, a Luxembourg corporation and a wholly owned subsidiary
of Telecom Italia S.p.A., Nickel Acquisition Corp., a New York
corporation and a direct wholly owned subsidiary of Sogerim,
Societe Anonyme, and NetCreations, Inc., a New York corporation
2. Shareholders' Agreement dated as of December 22, 2000,
among SEAT Pagine Gialle S.p.A., a limited company organized
under the laws of the Republic of Italy and a majority owned
subsidiary of Telecom Italia S.p.A., a limited company organized
under the laws of the Republic of Italy, Sogerim, Societe
Anonyme, a Luxembourg corporation and a wholly owned subsidiary
of Telecom Italia S.p.A., Nickel Acquisition Corp., a New York
corporation and a direct wholly owned subsidiary of Sogerim,
Societe Anonyme, and certain shareholders of NetCreations, Inc.,
a New York corporation
3. Restated Certificate of Incorporation of Nickel Acquisition Corp.
4. SEAT Pagine Gialle S.p.A. Power of Attorney dated December 22,
2000
5. Sogerim, Societe Anonyme Power of Attorney dated December 22,
2000
6. Nickel Acquisition Corp. Power of Attorney dated December 22,
2000
9
<PAGE>
SCHEDULE A
The following is a list of the directors and executive officers of SEAT
Pagine Gialle S.p.A., setting forth the residence or business address,
citizenship, principal occupation or employment and the name and principal
business of any corporation or other organization in which such employment is
conducted for each such person.
<TABLE>
<CAPTION>
Board of Directors of SEAT Pagine Gialle
<S> <C> <C> <C>
Present Principal Occupation and
Name Position Citizenship Address
---- -------- ----------- --------
Salvatore Sardo Chairman and Chairman of Italy Officer, Telecom Italia S.p.A.
the Executive Committee
Lorenzo Pellicioli Chief Executive Officer and Italy Director, INA and ENEL
Member of the Executive
Committee
Lorenzo Battiato Director Italy Former Vice-President for Finance,
Telecom Italia S.p.A.
Antonio Belloni Director Italy Vice-Chairman, De Agostini S.p.A.
Marco Boroli Director Italy Chairman, De Agostini S.p.A.
(brother of Pietro Boroli)*
Pietro Boroli Director Italy Chief Executive Officer, De Agostini
S.p.A. (brother of Marco Boroli)*
Dario Cossutta Director and Member of the Italy Chief Financial Officer, Itainvest
Executive Committee S.p.A.
Marco Drago Director and Member of the Italy Managing Director, De Agostini
Executive Committee S.p.A. (brother of Roberto Drago)*
Roberto Drago Director Italy Vice President for Finance,
De Agostini S.p.A. (brother of Marco
Drago)*
Sergio Erede Director Italy Partner, Bonelli Erede Pappalardo
Riccardo Ferrari Director Italy Manager, Banca Commerciale
Italiana S.p.A.
Luigi Lanari Director Italy Director, CVC Capital Partners S.r.l.
Giorgio Marelli Director Italy Former Manager, Telecom Italia
Michele Marini Director Italy Manager, Banca Commerciale
Italiana S.p.A.
Stefano Mazzotti Director Italy Director, BC Partners S.r.l.
Stefano Miccinelli Director and Member of the Italy Managing Director, Investitori
Executive Committee Associati S.r.l.
Gustave Stoffel Director Italy Former Manager, Societe
Europeenne de Banque (SEB), an
affiliate of Banca Commerciale
Italiana S.p.A.
Maria Cristina Director Italy Partner, Bonelli Erede Pappalardo
Storchi
Alberto Tazartes Director and Member of the Italy Managing Director, BC Partners
Executive Committee S.r.l. (brother of Antonio Tazartes)
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Present Principal Occupation and
Name Position Citizenship Address
---- -------- ----------- --------
<S> <C> <C> <C>
Antonio Tazartes Director and Member of tfhe Italy Chairman, Board of Directors of
Executive Committee Investitori Associati S.r.l. (brother of
Alberto Tazartes)
Paolo Visioni Director Italy Director, Investitori Associati S.r.l.
</TABLE>
------------------------------------
* Marco and Pietro Boroli are cousins of Marco and Roberto Drago.
+ The business address of each director of SEAT Pagine Gialle S.p.A. is Via
Aurelio Saffi 18, 10138 Torino, Italy
Executive Officers of SEAT Pagine Gialle S.p.A.
<TABLE>
<CAPTION>
Name Position Address
---- -------- -------
<S> <C> <C>
Lorenzo Pellicioli Chief Executive Officer Via Aurelio Saffi 18
10138 Torino
Italy
Angelo Novati Vice President, Finance and Administration Via Aurelio Saffi 18
10138 Torino
Italy
Giacomo Casassa Vice President, Operations Via Aurelio Saffi 18
10138 Torino
Italy
Mario Bondone Vice President, Human Resources Via Aurelio Saffi 18
10138 Torino
Italy
Giovanni Rando Mazzarino Vice President, Information Technology Via Aurelio Saffi 18
10138 Torino
Italy
Paolo Marcattilj Vice President, Marketing and Business Via Aurelio Saffi 18
Development 10138 Torino
Italy
Domenico Labianca Vice President, Control, Credit Management Via Aurelio Saffi 18
and Business Planning 10138 Torino
Italy
Carlo Basile Vice President, Sales Via Aurelio Saffi 18
10138 Torino
Italy
Paolo Gonano Vice President, Corporate Development and Via Aurelio Saffi 18
Investor Relations 10138 Torino
Italy
</TABLE>
11
<PAGE>
The following is a list of the members of the board of directors and
executive officers of Olivetti S.p.A., setting forth the residence or business
address, citizenship and principal occupation or employment for each such
person.
Members of the Board of Directors of Olivetti S.p.A.
<TABLE>
<CAPTION>
Present Principal Occupation
Name* or Employment Business Address
----- ---------------------------- ----------------
<S> <C> <C>
Antonio Tesone Chairman of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Robert Colaninno Chief Executive Officer of Olivetti S.p.A.; Telecom Italia S.p.A.
Chairman of the Board of Directors and Chief Corso d'Italia, 41
Executive Officer of Telecom Italia S.p.A. 00198 Rome, Italy
Sergio Erede Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Pier Luigi Fabrizi Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Cesare Geronzi Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Emilio Gnutti Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Bruno Lamborghini Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Ettore Lonati Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Luigi Lucchini Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Dino Marchiorello Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Lucianio Marinelli Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Gordon Owen Member of the Board of Directors and Energis Communications
Chairman Energis Communications Plc Plc
Carmelite, 50 Victoria
Embankment London
EC4Y 0DE, England
Piera Rosiello Member of the Board of Directors of Olivetti Olivetti S.p.A.
S.p.A. and Director of Technost S.p.A. Via Jervis, 77
10015 Ivea (TO), Italy
Ivano Sacchetti Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation Address
--- ---------------------------- --------
<S> <C> <C>
Alberto Tazartes Member of the Board of Directors Olivetti S.p.A.
Via Jervis, 77
10015 Ivrea (TO), Italy
Dario Trevisan Member of the Board of Directors and Lawyer Studio Legale Calesella
and partner of law firm "Studio Legale Trevisan e Associati
Calesella Trevisan e Associati" Via Camperio 14
20123 Milan, Italy
Executive Officers of Olivetti S.p.A.
Present Principal Occupation
Name* or Employment Business Address
----- ---------------------------- ----------------
Antonio Tesone Chairman of the Board of Directors, Olivetti Via Jarvis, 77
S.p.A. and Tecnost Sistemi; Honorary 10015 Ivrea (TO), Italy
Chairman, Telecom Italia S.p.A.
Roberto Colaninno Chief Executive Officer, Olivetti S.p.A., Via Jarvis, 77
Tecnost Sistemi, and Telecom Italia; Chairman 10015 Ivrea (TO), Italy
of the Board of Directors, Telecom Italia
Mobile
Corrado Ariaudo General Manager, Olivetti S.p.A.; Chief Via Jarvis, 77
Executive Officer, Olivetti Lexikon 10015 Ivrea (TO), Italy
Mario Ferrero Administration and Financial Statements, Via Jarvis, 77
Olivetti S.p.A. 10015 Ivrea (TO), Italy
Mauro Giusto Communications, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Giorgio Arona Company Relations, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Roberto Vescovo Control, Asset and Risk Management, Olivetti Via Jarvis, 77
S.p.A. 10015 Ivrea (TO), Italy
Luciano La Noce Corporate Finance, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Carla Vidra Investor Relations, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Loris Bisone Legal Department, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Carlo Casuccio Licensing, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Marino Bonamico Mergers and Acquisitions, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Dario Longo Personnel, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Simone Vaccarino Treasurer, Olivetti S.p.A. Via Jarvis, 77
10015 Ivrea (TO), Italy
Angelo Landriani Union Relations and Social Affairs, Olivetti Via Jarvis, 77
S.p.A. 10015 Ivrea (TO), Italy
Gilberto Ricci Chief Executive Officer, Finsiel Via Jarvis, 77
10015 Ivrea (TO), Italy
13
<PAGE>
Present Principal Occupation
Name or Employment Business Address
---- ---------------------------- ----------------
Giovanni Barbieri Chief Executive Officer, Italtel Via Jarvis, 77
10015 Ivrea (TO), Italy
Antonio Garroni Chief Executive Officer, Tecnost Sistemi Via Jarvis, 77
10015 Ivrea (TO), Italy
G. Longo Chief Executive Officer, TeleAp Via Jarvis, 77
10015 Ivrea (TO), Italy
Marco De Benedetti Chief Executive Officer, Telecom Italia Mobile Via Jarvis, 77
10015 Ivrea (TO), Italy
Franco Di Simoni Chief Executive Officer, OiS Via Jarvis, 77
10015 Ivrea (TO), Italy
L. Pescarmona Chief Executive Officer, Olivetti Multiservices Via Jarvis, 77
10015 Ivrea (TO), Italy
Gianroberto Casaleggio Chief Executive Officer, Webegg Via Jarvis, 77
10015 Ivrea (TO), Italy
------------------------------------
* Each of the above members of the board of directors and executive officers of Olivetti S.p.A. is a citizen
of Italy.
</TABLE>
14
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SCHEDULE B
Shares Beneficially Owned Subject to
Stockholder the Shareholders Agreement
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Rosalind Resnick 5,289,597
Ryan Scott Druckenmiller 4,807,503
15
