<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 1995
COLLAGEN CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-10640 94-2300486
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
2500 Faber Place, Palo Alto, CA 94303
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 856-0200
----------------------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On August 22, 1995, Collagen Corporation (the "Registrant") entered
into a Stock Purchase Agreement (the "Agreement") with certain of the
stockholders of LipoMatrix, Incorporated ("LipoMatrix"), pursuant to which the
Registrant will acquire from such stockholders, subject to certain terms and
conditions, approximately 50% of the outstanding securities of LipoMatrix on a
fully diluted basis. This purchase will increase the Registrant's ownership in
LipoMatrix from approximately 40% to approximately 90% of the outstanding
securities on a fully diluted basis. The Registrant will pay an aggregate
purchase price of approximately $18 million in cash to the selling LipoMatrix
stockholders at the closing of the transaction in January 1996. The Registrant
intends to finance this purchase price by selling additional shares from its
holdings of Target Therapeutics, Inc. capital stock and/or by borrowing funds,
as needed, under its existing or other credit facility.
LipoMatrix manufactures the Trilucent(TM) Breast Implant ("Trilucent
Implant"), the world's first commercially available vegetable
triglyceride-filled mammary implant. As an adjunct to this product, LipoMatrix
has also developed the Vigilance(TM) Implant Identification System, a
transponder-based product that is a tiny microchip embedded in the Trilucent
Implant as an aid to global registration, tracking, adverse event reporting and
post-market surveillance. The Registrant currently holds the marketing rights
for Trilucent Implant in most of continental Europe, Australia, Canada, New
Zealand and the United States.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Acquired Business.
As it is impracticable to provide the required financial statements
with respect to the business acquired at the time that this report is filed,
such financial statements will be filed as soon as they become available and in
any event not later than November 6, 1995.
(b) Pro Forma Financial Statements.
As it is impracticable to provide the required pro forma financial
statements with respect to the business acquired at the time that this report
is filed, such financial statements will be filed as soon as they become
available and in any event not later than November 6, 1995.
(c) Exhibits.
2.1 Stock Purchase Agreement dated August 22, 1995 between the
Registrant and certain stockholders of LipoMatrix, Incorporated.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLLAGEN CORPORATION
(Registrant)
Dated: September 6, 1995 By: /s/ David Foster
--------------------------------------------
David Foster
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
-3-
<PAGE> 4
INDEX TO EXHIBITS
(c) Exhibits.
2.1 Stock Purchase Agreement dated August 22, 1995 between the Registrant
and certain stockholders of LipoMatrix, Incorporated.
<PAGE> 1
EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made as of August 22, 1995, between Collagen
Corporation, a Delaware corporation ("Collagen"), LipoMatrix, Incorporated, a
British Virgin Islands corporation ("LipoMatrix"), each of the investors in
LipoMatrix listed on Exhibit A hereto who has executed a signature page in
counterpart hereto (each such investor being referred to as a "Seller"), and
directors B.J. Cassin, John Steuart and Petri Vainio.
WHEREAS, LipoMatrix has heretofore issued Common Stock, Series A
Preferred Stock, Series B Preferred Stock, Warrants to purchase Common Stock
("Warrants") and Convertible Subordinated Promissory Notes, options to purchase
Common Stock ("Stock Options") and rights (collectively referred to as
"Securities") to the Sellers in the amounts set forth on Exhibit A; and
WHEREAS, Collagen has offered to purchase the Securities of all Sellers
at a price of $2.10 per share of Common Stock (or in the case of Securities
other than Common Stock, per share of Common Stock into which such Securities
are convertible); and
WHEREAS, by execution hereof each Seller accepts the Collagen offer to
purchase all of the Securities owned by each Seller, and by this Agreement
Collagen and Seller intend to set forth the terms of the purchase and sale of
its Securities;
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of Stock. Each Seller hereby agrees to sell
to Collagen, and Collagen hereby agrees to purchase from each Seller, all of the
Securities shown on Exhibit A as owned by such Seller at a price of $2.10 in
cash per share of Common Stock (or in the case of Securities other than Common
Stock, per share of Common Stock into which such Securities are convertible),
net of the exercise price in the case of the Warrants or Stock Options, subject
to adjustment in accordance with Section 7(a) below.
2. Closing. The closing of the sale and purchase shall take place
on Wednesday, January 3, 1996 at 10:00 a.m. at the offices of the Venture Law
Group, 2800 Sand Hill Road, Menlo Park, California 94025 (the "Closing"). At
the Closing, each Seller shall deliver to Collagen the certificates evidencing
the Securities owned by such Seller together with a duly executed stock power
transferring the Securities represented by such certificates to Collagen, and
Collagen shall deliver to each such Seller a check for the purchase price
thereof calculated as set forth in Section 1 above.
3. Irrevocable Proxy. Each Seller hereby grants Collagen an
irrevocable proxy, which shall be deemed coupled with an interest, to vote all
of the Securities or voting securities issuable upon conversion or exercise of
such Securities owned or subject to acquisition by such Seller set forth on
Exhibit A, which have voting rights for any purpose whatsoever, to vote such
securities in any manner and on any matter that Collagen so desires.
<PAGE> 2
4. Representations of Collagen. Collagen represents and warrants
to each Seller that:
(a) Information Concerning Company. Collagen is familiar
with the business operations and financial condition of LipoMatrix, has received
or has been given reasonable access to all such information as Collagen has
deemed necessary and appropriate to enable Collagen to evaluate the purchase of
the Securities, and has made its decision to purchase the Securities independent
of any information provided by the Sellers.
(b) Investment Intent. Collagen is purchasing the
Securities for investment for Collagen's own account only and not with a view
to, or for resale in connection with, any "distribution" thereof within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
(c) Authorization. Collagen has obtained all necessary
corporate authorization, and will use its best efforts to obtain all necessary
other authorization, to purchase the Securities.
5. Representations of Sellers. Each Seller represents for
himself, herself or itself that:
(a) Such Seller owns the Securities shown on Exhibit A,
which are owned by such Seller free and clear of any encumbrance or adverse
claim, and such Securities constitute the only securities or rights to acquire
securities of LipoMatrix held by such Seller.
(b) Such Seller has the full right power and authority to
sell and transfer the Securities owned by such Seller to Collagen.
(c) Except in the case of Sellers who are full-time
employees of LipoMatrix, such Seller has no other claim for any securities of
LipoMatrix, except as set forth on Exhibit A, nor any claim for any payments
from Collagen or LipoMatrix except as set forth herein.
(d) Each Seller agrees that it will not sell, transfer or
otherwise encumber any of the Securities or securities issued or issuable upon
conversion or exercise thereof other than pursuant to this Agreement.
Other than as aforesaid, Sellers make no representation or
warranty of any kind or nature.
6. Conditions. The obligation of Collagen to purchase the
Securities is subject to the following express conditions:
(a) Consummation of such purchase from all Sellers and
assuming conversion of all convertible Securities owned or to be acquired by
Collagen (including all convertible Securities owned or so purchased), Collagen
would possess at least 80% of the total voting power of the stock of LipoMatrix
within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as
amended; provided, however, that all securities issued by LipoMatrix after the
directors have resigned pursuant to Section 8 below and their successors, as
approved by
-2-
<PAGE> 3
Collagen have been duly appointed, other than securities issued upon exercise or
conversion of currently outstanding securities, shall be excluded from the
foregoing calculation.
(b) The waiting period, if any, required under the Hart
Scott Rodino Antitrust Improvements Act of 1976 shall have expired or been
earlier terminated, if the requirements of such Act are applicable. Collagen
and LipoMatrix agree to make all filings and other disclosures required under
such Act and to provide any information requested in connection therewith, if
compliance with such Act is necessary for the consummation of the transactions
contemplated by this agreement.
(c) Any qualification or permit under the California
Securities Law of 1968, as amended, or the securities laws of any other
jurisdiction, or under the laws of the British Virgin Islands necessary to
consummate the purchase and sale of Securities contemplated herein shall have
been obtained. Collagen shall use its best efforts to obtain such qualification
or permit, and each Seller agrees to cooperate with Collagen to the extent
necessary to obtain any such qualification or permit.
Other than the foregoing conditions, or breach by the Sellers,
the obligations of Collagen to purchase the Securities and otherwise as set
forth herein are absolute and unconditional.
7. Each party shall bear its own expenses in connection with the
transaction contemplated hereby, provided that:
(a) LipoMatrix will pay the fees and expenses of
Robertson, Stephens & Co. for financial advisory services to the Special
Committee of the Board of Directors up to a maximum of all such fees and
expenses of $100,000; provided that any such fees and expenses in excess of such
amount shall be paid by LipoMatrix and a corresponding reduction in the purchase
price per share of Common Stock payable by Collagen, as currently set forth in
Section 1 above, shall be made to offset such aggregate excess payment.
(b) LipoMatrix will pay the reasonable fees and expenses
of Brobeck, Phleger & Harrison as counsel to the Special Committee of the Board
of Directors and in connection with the preparation and consummation of this
Agreement, not to exceed $25,000.
8. Resignation of Directors; Certain Options and Shares. B.J.
Cassin, John Steuart and Petri Vainio shall resign as directors of LipoMatrix
promptly following execution and delivery of this Agreement. Each director
agrees that all Stock Options held by him shall be cancelled as of the date
hereof. Upon the Closing, Collagen shall pay to each of the directors, in
cancellation of all of their respective Stock Options which are held by them and
have vested as of the date hereof, an amount equal to the excess of $2.10 per
share (subject to adjustment in accordance with Section 7(a) herein) over the
exercise price thereof. The number of Stock Options in which each director has
vested as of the date hereof is as follows: B.J. Cassin: 20,000; John Steuart:
40,000 and Petri Vainio: 20,000. In addition, the obligations of LipoMatrix to
issue 70,000 shares to Alafi Capital Company in consideration of services in
connection with the transponder project pursuant to a Consulting Agreement dated
September 1,1994 shall be cancelled, and in
-3-
<PAGE> 4
lieu thereof Collagen shall pay to Alafi Capital Company at the Closing the sum
of $2.10 per share issuable pursuant to such Agreement, as adjusted pursuant to
Section 7(a) above. Each of Alafi Capital Company and each of the aforesaid
directors agrees that he or it has no other agreement with the Company nor any
other right to acquire any securities of the Company; and in furtherance of the
foregoing, Alafi Capital Company agrees that the Consulting Agreement with
LipoMatrix dated September 1, 1994 and all rights thereunder shall be terminated
as of the date hereof.
9. General Provisions.
(a) Governing Law. This Agreement shall be governed by
the laws of the State of California.
(b) Entire Agreement. This Agreement represents the
entire agreement between the parties with respect to the sale and purchase of
the Securities and may only be modified or amended in a writing signed by the
parties affected.
(c) Specific Performance. The parties hereto acknowledge
that damages at law would be an inadequate remedy for any breach hereof, and
agree that upon any such breach the non-breaching party shall be entitled to
obtain equitable relief, including specific performance, from any court of
appropriate jurisdiction.
(d) Termination of Purchase Option. Each Director and
each Seller agree that all rights which such Director or Seller have under
Section 6 (Purchase Option) of the License, Supply and Option Agreement made as
of March 24, 1995 between Collagen and LipoMatrix and Collagen and LipoMatrix
hereby agree that such section is terminated as of the date of this Agreement
and of no further force or effect, and the Stockholder Option Agreement entered
into by any such Director or Seller on January 19, 1993 are hereby terminated.
(e) Withholding. Payments to each Seller or Director
under this Agreement shall be net of any applicable withholding taxes imposed by
any taxing authority, unless the Seller provides documentation or other evidence
establishing an exemption from such withholding.
(f) Counterparts. This Agreement may be executed in
counterparts with each Seller executing a separate counterpart, and all such
counterparts shall constitute one and the same instrument.
(g) Venture Law Group. EACH PARTY TO THIS AGREEMENT THAT
HAS BEEN OR CONTINUES TO BE REPRESENTED BY VENTURE LAW GROUP ("VLG') HEREBY
ACKNOWLEDGES THAT RULE 3-310 OF THE RULES OF PROFESSIONAL CONDUCT PROMULGATED BY
THE STATE BAR OF CALIFORNIA REQUIRES AN ATTORNEY TO AVOID REPRESENTATIONS IN
WHICH THE ATTORNEY HAS OR HAD A RELATIONSHIP WITH ANOTHER PARTY INTERESTED IN
THE REPRESENTATION WITHOUT THE INFORMED WRITTEN CONSENT OF ALL PARTIES AFFECTED.
BY EXECUTING THIS AGREEMENT, EACH SUCH PARTY GIVES HIS OR ITS INFORMED WRITTEN
CONSENT TO THE REPRESENTATION OF
-4-
<PAGE> 5
COLLAGEN CORPORATION BY VLG IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY. THE PARTIES ALSO ACKNOWLEDGE THAT CRAIG W.
JOHNSON, A MEMBER OF VLG, IS A MEMBER OF THE BOARD OF DIRECTORS AND SECRETARY OF
COLLAGEN CORPORATION.
-5-
<PAGE> 6
IN WITNESS WHEREOF, Collagen and the Sellers have executed this Agreement
as of the date and year first above written.
COLLAGEN CORPORATION
a Delaware corporation
By
--------------------------
Gary S. Petersmeyer President
[SEAL]
Attest:
- -------------------------------
Craig W. Johnson, Secretary
-6-
<PAGE> 7
LIPOMATRIX, INCORPORATED, a
British Virgin Islands corporation
By
--------------------------------
Terry Knapp
President
[SEAL]
Attest:
- ---------------------
Secretary
Directors:
----------------------------------
John Steuart
----------------------------------
B.J. Cassin
----------------------------------
Petri Vainio
-7-
<PAGE> 8
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
A/W COMPANY
By:
------------------------
Title:
---------------------
-8-
<PAGE> 9
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
A/W COMPANY
By:
------------------------
Title:
---------------------
-9-
<PAGE> 10
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
ALAFI CAPITAL COMPANY
By:
------------------------
Title:
---------------------
-10-
<PAGE> 11
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
ALTA BERKELEY ASSOCIATES
By:
------------------------
Title:
---------------------
-11-
<PAGE> 12
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
ALTA-BERKELEY III, C.V.
By:
------------------------
Title:
---------------------
-12-
<PAGE> 13
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
--------------------------
B.J. Cassin
-13-
<PAGE> 14
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
-----------------------------
B.J. Cassin, Conservator for
Robert Cassin
-14-
<PAGE> 15
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
---------------------------
Brian Clevinger
-15-
<PAGE> 16
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
--------------------------
Pierre Comte
-16-
<PAGE> 17
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
----------------------------
Brevator J. Creech
-17-
<PAGE> 18
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
--------------------------
Gerald C. Down
-18-
<PAGE> 19
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
---------------------------
Larry G. Gerdes
-19-
<PAGE> 20
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
THE WALLACE R. HAWLEY AND
ALEXANDRA HAWLEY REVOCABLE
TRUST U/A/D/ 07/30/92
By:
-----------------------
Title:
--------------------
-20-
<PAGE> 21
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
JEFFREY AND JUDY HENLEY TRUST I
DATED 10-23-89
-------------------------------
Jeffrey O. Henley, Trustee
-------------------------------
Judy Henley, Trustee
-21-
<PAGE> 22
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
--------------------------
Paul K. Joas
-22-
<PAGE> 23
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
RICHARD P. JOBE, TRUSTEE,
RICHARD P. JOBE M.D., INC. PROFIT
SHARING PLAN AND TRUST
By:
------------------------------
Title:
---------------------------
-23-
<PAGE> 24
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
JOBE FAMILY LIVING TRUST DATED
10/30/90
---------------------------------
Andrea Jobe, Trustee
---------------------------------
Richard P. Jobe, Trustee
-24-
<PAGE> 25
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
-------------------------
Craig W. Johnson
-25-
<PAGE> 26
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
------------------------
Roy Kirkorian
-26-
<PAGE> 27
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
-------------------------------
Eugene Kleiner and Rose Kleiner
-27-
<PAGE> 28
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
-----------------------------------------
Donald L. Lucas, Successor Trustee Profit
Sharing Trust dated 1-1-87
-28-
<PAGE> 29
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
RICHARD M. LUCAS CANCER
FOUNDATION
By:
-----------------------
Title:
--------------------
-29-
<PAGE> 30
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
OSTER FAMILY REVOCABLE TRUST
DTD. 10-5-76, as amended
----------------------------
Robert J. Oster, Trustee
----------------------------
Marion E. Oster, Trustee
-30-
<PAGE> 31
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
PORTOLA VALLEY VENTURES
By:
------------------------
Title:
---------------------
-31-
<PAGE> 32
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
-------------------------
Noel P. Rahn
-32-
<PAGE> 33
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
ST. FRANCIS GROWTH FUND
By:
--------------------
Title:
-----------------
-33-
<PAGE> 34
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
SAND HILL FINANCIAL COMPANY
By:
------------------------
Title:
---------------------
-34-
<PAGE> 35
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
SIERRA VENTURES IV, L.P.
By:
---------------------
Title:
------------------
-35-
<PAGE> 36
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
SIERRA VENTURES IV
INTERNATIONAL, L.P.
By:
----------------
Title:
-------------
-36-
<PAGE> 37
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
SILVERMAN FAMILY TRUST DTD
6-2-88
By:
-----------------------
Title:
--------------------
-37-
<PAGE> 38
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
-------------------------
John Steuart
-38-
<PAGE> 39
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
------------------------
Henry E. Stickney
-39-
<PAGE> 40
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
------------------------
Petri Vainio
-40-
<PAGE> 41
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
VLG INVESTMENTS 1993
By:
-----------------
Title:
--------------
-41-
<PAGE> 42
IN WITNESS WHEREOF, the parties have duly executed this Stock Purchase
Agreement as of the day and year first set forth above.
WS INVESTMENT COMPANY 92A
By:
----------------------
Title:
-------------------
-42-
<PAGE> 43
EXHIBIT A
SCHEDULE OF SELLERS
<TABLE>
<CAPTION>
- - A/W COMPANY
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series A 2,020,409 2,020,409 2,020,409
---------
<CAPTION>
- - ALAFI CAPITAL COMPANY
Number As Converted Total
------ ------------ -----
Series B (1) 180,000 180,000
Series B (2) 466,666 466,666
Warrants (2) 58,333 58,333
Series B (3) 332,188 332,188
Warrants (3) 41,524 41,524
Notes $177,906.25 118,604 1,197,315
-------
<CAPTION>
- - ALTA BERKELEY ASSOCIATES
Number As Converted Total
------ ------------ -----
Series B(3) 800,000 800,000
Warrants(3) 100,000 100,000 900,000
-------
<CAPTION>
- - ALTA BERKELEY III, C.V.
Number As Converted Total
------ ------------ -----
Notes $71,553.75 47,403 47,403
------
<CAPTION>
- - B.J. CASSIN
Number As Converted Total
------ ------------ -----
Series B (1) 280,000 280,000
Series B (2) 217,781 217,781
Warrants (2) 27,222 27,222
Series B (3) 99,803 99,803
Warrants (3) 12,476 12,476
Notes $53,450 35,633
Options 20,000 20,000 692,915
------
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
- - B.J. CASSIN, CONSERVATOR FOR ROBERT CASSIN
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - BRIAN CLEVINGER
Number As Converted Total
------ ------------ -----
Common 150,000 150,000 150,000
-------
<CAPTION>
- - PIERRE COMTE
Number As Converted Total
------ ------------ -----
Notes $100,000 66,667 66,667
------
<CAPTION>
- - BREVATOR J. CREECH
Number As Converted Total
------ ------------ -----
Series B (1) 20,000 20,000
Series B (2) 10,000 10,000
Warrants (2) 1,250 1,250
Series B (3) 20,000 20,000
Warrants (3) 2,500 2,500 53,750
------
<CAPTION>
- - GERALD C. DOWN
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
</TABLE>
-2-
<PAGE> 45
<TABLE>
<CAPTION>
- - LARRY G. GERDES
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - THE TRUSTEES OF THE WALLACE B. HAWLEY AND ALEXANDRA HAWLEY REVOCABLE TRUST
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - JEFFREY 0. HENLEY & JUDY HENLEY, TRUSTEES OF HENLEY TRUST
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - PAUL K. JOAS
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - RICHARD P. JOBE, TRUSTEE, RICHARD P. JOBE M.D., INC. PROFIT SHARING PLAN AND TRUST
Number As Converted Total
------ ------------ -----
Series B (1) 20,000 20,000 20,000
------
</TABLE>
-3-
<PAGE> 46
<TABLE>
<CAPTION>
- - ANDREA JOBE & RICHARD JOBE, TRUSTEE OF JOBE LIVING TRUST
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series B (2) 10,000 10,000
Warrants (2) 1,250 1,250
Notes 10,000 10,000 21,250
------
<CAPTION>
- CRAIG W. JOHNSON
Number As Converted Total
------ ------------ -----
Common 1,275 1,275
Series A 10,204 10,204 11,479
------
<CAPTION>
- ROY KIRKORIAN
Number As Converted Total
------ ------------ -----
Series B(1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- EUGENE KLEINER AND ROSE KLEINER
Number As Converted Total
------ ------------ -----
Series B (1) 40,000 40,000 40,000
------
<CAPTION>
- - DONALD LUCAS, SUCCESSOR TRUSTEE PROFIT SHARING TRUST DATED 1-1-87
Number As Converted Total
------ ------------ -----
Series B (1) 50,000 50,000
Series B (2) 38,889 38,889
Warrants (2) 4,861 4,861
Series B (3) 17,822 17,822
Warrants (3) 2,229 2,229
Notes $9,541.25 6,361 120,162
------
</TABLE>
-4-
<PAGE> 47
<TABLE>
<CAPTION>
- - RICHARD M. LUCAS CANCER FOUNDATION
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series B (1) 50,000 50,000
Series B (2) 38,889 38,889
Warrants (2) 4,861 4,861
Series B (3) 17,822 17,822
Warrants (3) 2,229 2,229
Notes $9,541.25 6,361 120,162
------
<CAPTION>
- - ROBERT J. & MARION E. OSTER, TRUSTEE OSTER FAMILY REVOCABLE TRUST
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - PORTOLA VALLEY VENTURES
Number As Converted Total
------ ------------ -----
Series B (1) 20,000 20,000 20,000
------
<CAPTION>
- - NOEL P. RAHN
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - SAND HILL FINANCIAL COMPANY
Number As Converted Total
------ ------------ -----
Series B (1) 120,000 120,000
Series B (2) 93,333 93,333
Warrants (2) 11,666 11,666
Series B (3) 42,772 42,772
Warrants (3) 5,347 5,347
Notes 906.25 15,271 288,389
------
</TABLE>
-5-
<PAGE> 48
<TABLE>
<CAPTION>
- - SIERRA VENTURES IV, LP
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series B (1) 769,200 769,200
Series B (2) 448,700 448,700
Warrants (2) 56,087 56,087
Series B (3) 244,178 244,178
Warrants (3) 30,522 30,522
Notes $130,771.25 87,181 1,635,868
-------
<CAPTION>
- - SIERRA VENTURES IV INTERNATIONAL, L.P.
Number As Converted Total
------ ------------ -----
Series B (1) 30,800 30,800
Series B (2) 17,967 17,967
Warrants (2) 2,246 2,246
Series B (3) 9,777 9,777
Warrants (3) 1,222 1,222
Notes $5,236.25 3,491 65,503
-------
<CAPTION>
- - ARNOLD N. SILVERMAN, TRUSTEE, SILVERMAN FAMILY TRUST
Number As Converted Total
------ ------------ -----
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-------
<CAPTION>
- - JOHN STEUART
Number As Converted Total
------ ------------ -----
Common 100,000 100,000
Options 40,000 40,000 140,000
-------
<CAPTION>
- - ST. FRANCIS GROWTH FUND
Number As Converted Total
------ ------------ -----
Series B (1) 12,000 12,000
Series B (2) 9,333 9,333
Warrants (2) 1,166 1,166
Series B (3) 4,277 4,277
Warrants (3) 535 535
Notes $2,291.25 1,528 28,839
-------
</TABLE>
-6-
<PAGE> 49
<TABLE>
<CAPTION>
- - HENRY E. STICKNEY
Number As Converted Total
------ ------------ -----
<S> <C> <C> <C>
Series B (1) 8,000 8,000
Series B (2) 6,222 6,222
Warrants (2) 777 777
Series B (3) 2,851 2,851
Warrants (3) 356 356
Notes $1,527.50 1,018 19,224
-----
<CAPTION>
- - PETRI VAINIO
Number As Converted Total
------ ------------ -----
Options 20,000 20,000 20,000
------
<CAPTION>
- - VLG INVESTMENTS 1993
Number As Converted Total
------ ------------ -----
Series B (1) 20,000 20,000 20,000
------
<CAPTION>
- - WS INVESTMENT COMPANY 92A
Number As Converted Total
------ ------------ -----
Common 12,750 12,750
Series A 102,040 102,040 114,790
-------
</TABLE>
(1) Denotes shares purchased January 19, 1993, February 26, 1993 or
March 19, 1993.
(2) Denotes shares and warrants purchased February 11, 1994.
(3) Denotes shares and warrants purchased August 31, 1994.
-7-
