SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Claremont Technology Group, Inc.
--------------------------------
(Name of Issuer)
Common Stock, no par value
-----------------------------
(Title of Class of Securities)
180243107
------------------------------------
(CUSIP Number of Class of Securities)
Thomas E. Siegler
c/o Donaldson, Lufkin & Jenrette, Inc.
277 Park Avenue
New York, New York 10172
(212) 892-3000
--------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
July 22, 1996
----------------------------
(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: |_|
Check the following box if a fee is being paid with this Statement:
|X|
Page 1 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Capital Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
400,000
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
Page 2 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson, Lufkin & Jenrette Securities Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
---------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
Page 3 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson, Lufkin & Jenrette, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO, HC
================================================================================
Page 4 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Equitable Companies Incorporated
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO, HC
================================================================================
Page 5 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of
beneficial ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
================================================================================
Page 6 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finaxa
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
================================================================================
Page 7 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,00
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
Page 8 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances Vie Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
Page 9 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uni Europe Assurance Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
Page 10 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances Vie Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
Page 11 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances I.A.R.D. Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) |X|
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
Page 12 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Claude Bebear, as AXA Voting Trustee
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
Page 13 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrice Garnier, as AXA Voting Trustee
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
Page 14 of 23 Pages
<PAGE>
SCHEDULE 13D
- --------------------------------------------
CUSIP NO. 180243107
- --------------------------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henri de Clermont-Tonnerre, as AXA Voting Trustee
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) | |
(b) | |
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) | |
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH --------------------------------------------------
9. SOLE DISPOSITIVE POWER
400,000
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000 (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3% (not to be construed as an admission of beneficial
ownership) -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
Page 15 of 23 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on
Schedule 13D relates is the common stock, no par value (the "Common Stock"), of
Claremont Technology Group, Inc. (the "Company"), an Oregon corporation. The
principal executive offices of the Company are located at 1600 N.W. Compton
Drive, Suite 210, Beaverton, Oregon 97006.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed jointly on
behalf of the following persons (collectively, the "Reporting Persons") (1) DLJ
Capital Corporation, a Delaware corporation ("DLJCC"), (2) Donaldson, Lufkin &
Jenrette Securities Corporation, a Delaware corporation ("DLJSC"), (3)
Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ"), (4) The
Equitable Companies Incorporated, a Delaware corporation ("Equitable"), (5) AXA,
a societe anonyme organized under the laws of France, (6) Finaxa, a societe
anonyme organized under the laws of France, (7) AXA Assurances I.A.R.D.
Mutuelle, a mutual insurance company organized under the laws of France, (8) AXA
Assurances Vie Mutuelle, a mutual insurance company organized under the laws of
France, (9) Uni Europe Assurance Mutuelle, a mutual insurance company organized
under the laws of France, (10) Alpha Assurances Vie Mutuelle, a mutual insurance
company organized under the laws of France, (11) Alpha Assurances I.A.R.D.
Mutuelle, a mutual insurance company organized under the laws of France, and
(12) Claude Bebear, Patrice Garnier, and Henri de Clermont-Tonnerre, trustees
(the "AXA Voting Trustees") of a voting trust (the "AXA Voting Trust")
established pursuant to a Voting Trust Agreement by and among AXA and the AXA
Voting Trustees dated as of May 12, 1992.
DLJCC is a Delaware corporation formed to make investments in
industrial and other companies and to participate in the management of venture
capital investment pools. DLJCC is a wholly owned subsidiary of DLJ.
DLJSC is a Delaware corporation and a registered
broker/dealer. DLJSC is a wholly owned subsidiary of DLJ.
DLJ is a publicly-held Delaware corporation. DLJ directly owns
all of the capital stock of DLJCC and DLJSC. DLJ, acting on its own behalf or
through its subsidiaries, is a registered broker/dealer and registered
investment adviser engaged in investment banking, institutional trading and
research, investment management and financial and correspondence brokerage
services.
Page 16 of 23 Pages
<PAGE>
Equitable is a Delaware corporation and is a holding company.
Equitable owns, directly or indirectly, 80.2% of DLJ.
AXA is a societe anonyme organized under the laws of France
and a holding company for an international group of insurance and related
financial services companies. As of July 1, 1996, approximately 60.7% of the
outstanding common stock as well as certain convertible preferred stock of
Equitable was beneficially owned by AXA. For insurance regulatory purposes, to
insure that certain indirect minority shareholders of AXA will not be able to
exercise control over Equitable and certain of its insurance subsidiaries, the
voting shares of Equitable capital stock beneficially owned by AXA and its
subsidiaries have been deposited into the AXA Voting Trust. For additional
information regarding the AXA Voting Trust, reference is made to the Schedule
13D filed by AXA with respect to Equitable.
Finaxa is a societe anonyme organized under the laws of France
and is a holding company. As of July 18, 1996, Finaxa controlled approximately
30.4% of the issued shares (representing approximately 39.4% of the voting
power) of AXA.
Each of AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, Uni Europe Assurance Mutuelle, Alpha Assurances Vie Mutuelle, and
Alpha Assurances I.A.R.D. Mutuelle (collectively, the "Mutuelles AXA") is a
mutual insurance company organized under the laws of France. The Mutuelles AXA
are owned by approximately 1.5 million policy holders. As of July 18, 1996, the
Mutuelles AXA, as a group, control, directly and indirectly, through
intermediate holding companies, approximately 38.1% of the issued shares
(representing approximately 45.5% of the voting power) of AXA. AXA is indirectly
controlled by the Mutuelles AXA, acting as a group.
Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre,
the AXA Voting Trustees, exercise all voting rights with respect to the shares
of Equitable capital stock beneficially owned by AXA and its subsidiaries that
have been deposited in the AXA Voting Trust. The business address, citizenship
and present principal occupation of each of the AXA Voting Trustees are set
forth on Schedule E attached hereto.
The address of the principal business and principal office of
each of DLJCC, DLJSC, and DLJ is 277 Park Avenue, New York, New York 10172. The
address of the principal business and principal office of Equitable is 787
Seventh Avenue, New York, New York 10019.
Page 17 of 23 Pages
<PAGE>
The address of the principal business and principal office of
each of AXA, Finaxa and the AXA Voting Trustees is 23, avenue Matignon, 75008
Paris, France; of each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances
Vie Mutuelle is 21, rue de Chateaudun, 75009, Paris, France; of Uni Europe
Assurance Mutuelle is 24, rue Drouot, 75009 Paris, France; and of each of Alpha
Assurances I.A.R.D. Mutuelle and Alpha Assurances Vie Mutuelle is Tour Franklin,
100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France.
The name, business address, citizenship, present and principal
occupation or employment, and the name, principal business and address of any
corporation or organization in which each such employment is conducted, of each
executive officer or member, as applicable, of the Board of Directors or the
Conseil d'Administration (French analogue of a board of directors) of DLJCC,
DLJSC, DLJ, Equitable, AXA, Finaxa, and the Mutuelles AXA are set forth on
Schedules A through K, respectively, attached hereto.
During the past five (5) years, neither any of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
other persons listed on Schedules A through K attached hereto, has been (i)
convicted in a criminal proceedings (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to United States
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 20, 1996, the Company, DLJ Venture Capital Fund, L.P.,
DLJ Venture Capital Fund II, L.P. and DLJCC, for itself and as General Partner,
Managing General Partner, General Partner of the General Partner or Parent
Corporation of Sub-Manager for the Sprout "A" Group of Funds identified on
Exhibit A to Settlement Agreement and Release (the "Settlement"), entered into
the Settlement. The parties entered into the Settlement to settle a dispute
between the Company and the Sprout Group of Funds regarding a "Summary Term
Sheet" executed by the Company and the Sprout Group of Funds on December 5,
1995. The Summary Term Sheet contemplated the issuance and sale of 812,500
shares of a newly created series of preferred stock and other securities.
Pursuant to the Settlement, on May 20, 1996, DLJCC acquired a
five-year warrant (the "Warrant") from the Company to purchase 400,000 shares of
the Common Stock at an exercise price of $10.33 per share or, in lieu thereof,
Page 18 of 23 Pages
<PAGE>
to receive a number of shares of Common Stock equal to the value of the Warrant
in accordance with the formula set forth in the Warrant. The number and kind of
securities purchasable upon exercise of the Warrant and the exercise price
thereof is subject to adjustment upon certain events, including certain
reclassifications or mergers, subdivisions or combinations of shares and stock
dividends as provided in the Warrant. The Warrant also provides for certain
demand and "piggyback" registration rights.
On July 24, 1996, the Company and certain selling shareholders
sold 2,800,000 shares of the Common Stock in a public offering registered under
the Securities Act of 1933. DLJSC, as a representative of the several
underwriters, entered into a firm-commitment underwriting agreement (the
"Underwriting Agreement") with the Company and the selling shareholders named in
Schedule B thereto.
From July 22, 1996 to September 6, 1996 DLJSC has acted as a
market maker in the Common Stock. DLJSC has used its working capital to make
such purchases.
The information set forth in Exhibits 2 and 3 hereto is hereby
expressly incorporated herein by reference and the response to Item 3 of this
statement on Schedule 13D is qualified in its entirety by the provisions of such
exhibits.
ITEM 4. PURPOSE OF TRANSACTION
DLJCC acquired the Warrant pursuant to a Settlement Agreement
and Release dated May 20, 1996. DLJSC has acquired shares of the Common Stock in
the ordinary course of its business as a market maker in the Common Stock. None
of the Reporting Persons has any intention of acquiring control over the
Company; however depending upon market and other conditions, DLJCC and DLJSC may
acquire additional shares of Common Stock for investment purposes if such shares
of Common Stock become available at prices that are attractive to them, or may
dispose of all or a portion of the Common Stock that they currently own or may
hereinafter acquire. Except as disclosed above, the Reporting Persons do not
have any plans or proposals of the type set forth in Paragraphs (a) through (j)
of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
DLJCC may be deemed to be the beneficial owner 400,000 shares
(the "DLJCC Shares") of Common Stock directly owned by it, or approximately 5.3%
of the Common Stock outstanding. DLJCC has the sole power to vote and the sole
power to dispose of the shares directly owned by it.
Page 19 of 23 Pages
<PAGE>
On September 6, 1996, DLJSC had a net short position in
connection with its market making activities in the Common Stock. From July 22
to September 6, 1996, DLJSC has acted as a market maker in the Common Stock in
the ordinary course of its business and has purchased and sold shares of the
Common Stock at prices ranging from $15.50 to $29.75.
As the sole stockholder of DLJCC and DLJSC, DLJ may be deemed,
for the purposes of Rule 13d-3 under the Act, to beneficially own indirectly the
DLJCC Shares and the DLJSC Shares for a total of 400,000 shares of Common Stock
(the "DLJ Shares"), or approximately 5.3% of the Common Stock outstanding.
Because of Equitable's ownership of DLJ, Equitable may be
deemed, for the purposes of Rule 13d-3 under the Act, to beneficially own
indirectly the DLJ Shares that may be deemed to be beneficially owned indirectly
by DLJ.
Because of AXA's ownership interest in Equitable, and the AXA
Voting Trustees' power to vote the shares of Common Stock placed in the AXA
Voting Trust, each of AXA and the AXA Voting Trustees may be deemed, for
purposes of Rule 13d-3 under the Act, to beneficially own indirectly the shares
of Common Stock that Equitable may be deemed to beneficially own indirectly.
Because of the direct and indirect ownership interest in AXA of Finaxa and the
Mutuelles AXA, each of Finaxa and the Mutuelles AXA may be deemed, for purposes
of Rule 13d-3 under the Act, to beneficially own indirectly the shares of Common
Stock that AXA may be deemed to beneficially own indirectly. AXA, Finaxa, the
Mutuelles AXA, and the AXA Voting Trustees disclaim beneficial ownership of any
of the DLJ Shares.
The Reporting Persons, in the aggregate, may be deemed to
beneficially own 400,000 shares of Common Stock, or approximately 5.3% of the
shares of the Common Stock outstanding. The percentage of the Common Stock
outstanding reported as beneficially owned by each Reporting Person herein is
based upon the 6,855,611 shares outstanding as of the close of business on July
24, 1996, after giving effect to the issuance 1,750,000 primary shares of Common
Stock by the Company pursuant to a public offering as stated by the Company in
its Prospectus dated July 19, 1996, the 262,500 primary shares issued on August
16, 1996, pursuant to the over-allotment option granted to the underwriters
under the Underwriting Agreement and the 400,000 shares of Common Stock deemed
to be outstanding pursuant to Rule 13d-3(d)(1)(i) upon the exercise of the
Warrant.
Page 20 of 23 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The response to Item 3 of this statement on Schedule 13D is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are included as exhibits hereto:
1. Joint Filing Agreement pursuant to Rule
13d-1(f).
2. Settlement Agreement and Release, dated May
20, 1996.
3. Common Stock Purchase Warrant, dated May 20,
1996.
Page 21 of 23 Pages
<PAGE>
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.
Date: September 6, 1996
DLJ CAPITAL CORPORATION
By: /s/ Thomas E. Siegler
----------------------------
Thomas E. Siegler
Secretary and Treasurer
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.
Date: September 6, 1996
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Thomas E. Siegler
----------------------------
Thomas E. Siegler
Senior Vice President
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.
Date: September 6, 1996
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Thomas E. Siegler
----------------------------
Thomas E. Siegler
Senior Vice President
Page 22 of 23 Pages
<PAGE>
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.
Date: September 6, 1996
THE EQUITABLE COMPANIES INCORPORATED
By: /s/ Alvin H. Fenichel
----------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
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.
Date: September 6, 1996
AXA
FINAXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
UNI EUROPE ASSURANCE MUTUELLE
ALPHA ASSURANCES VIE MUTUELLE
ALPHA ASSURANCES I.A.R.D. MUTUELLE
CLAUDE BEBEAR, as AXA Voting Trustee
PATRICE GARNIER, as AXA Voting
Trustee
HENRI DE CLERMONT-TONNERRE,
as AXA Voting Trustee
Signed on behalf of each of the
above
By: /s/ Alvin H. Fenichel
----------------------------
Alvin H. Fenichel
Attorney-in-fact
-23-
<PAGE>
SCHEDULE A
Executive Officers and Directors
of
DLJ Capital Corporation
The names of the Directors and the names and titles of the
Executive Officers of DLJ Capital Corporation ("DLJCC") and their business
addresses and principal occupations are set forth below. Each Director's or
Executive Officer's business address is that of DLJCC at 277 Park Avenue, New
York, New York 10172. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to DLJCC and each individual is a United
States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- -----------------------------
* Richard E. Kroon President and Chief Executive
Officer
Anthony F. Daddino Vice President; Executive Vice
President and Chief Financial
Officer, Donaldson, Lufkin &
Jenrette, Inc.
* Thomas E. Siegler Secretary and Treasurer;
Senior Vice President and
Secretary, Donaldson, Lufkin &
Jenrette, Inc.
- -----------------
* Director
<PAGE>
SCHEDULE B
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette Securities Corporation
The names of the Directors and the names and titles of the
Executive Officers of Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC") and their business addresses and principal occupations are set forth
below. If no address is given, the Director's or Executive Officer's business
address is that of DLJSC at 277 Park Avenue, New York, New York 10172. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to DLJSC and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* John S. Chalsty Chairman and Chief Executive
Officer; Chairman and Chief
Executive Officer, Donaldson,
Lufkin & Jenrette, Inc.
* Joe L. Roby President and Chief Operating
Officer; President and Chief
Operating Officer, Donaldson,
Lufkin & Jenrette, Inc.
* Carl B. Menges Vice Chairman of the Board;
Vice Chairman of the Board,
Donaldson, Lufkin & Jenrette,
Inc.
* Hamilton E. James Managing Director; Managing
Director, Donaldson, Lufkin &
Jenrette, Inc.
* Richard S. Pechter Managing Director; Managing
Director, Donaldson, Lufkin &
Jenrette, Inc.
* Theodore P. Shen Managing Director; Managing
Director, Donaldson, Lufkin &
Jenrette, Inc.
* Anthony F. Daddino Executive Vice President and
Chief Financial Officer;
Executive Vice President and
Chief Financial Officer,
Donaldson, Lufkin & Jenrette,
Inc.
<PAGE>
SCHEDULE C
Executive Officers and Directors
of
Donaldson, Lufkin & Jenrette, Inc.
The names of the Directors and the names and titles of the
Executive Officers of Donaldson, Lufkin & Jenrette, Inc. ("DLJ") and their
business addresses and principal occupations are set forth below. If no address
is given, the Director's or Executive Officer's business address is that of DLJ
at 277 Park Avenue, New York, New York 10172. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to DLJ and each
individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* John S. Chalsty Chairman and Chief
Executive Officer
* Joe L. Roby President and Chief
Operating Officer
* Claude Bebear (1) Chairman and Chief
AXA Executive Officer, AXA
23, avenue Matignon
75008 Paris, France
* Henri de Castries (1) Executive Vice President
AXA Financial Services and Life
23, avenue Matignon Insurance Activities, AXA
75008 Paris, France
* Kevin Dolan Executive Vice President,
AXA Asset Management AXA Asset Management
40, rue de Collissee
75008 Paris, France
* Louis Harris Chairman and Chief Executive
LH Research Officer, LH Research
152 East 38th Street (research)
New York, New York
10016-2605
* Henri G. Hottingeur (2) Chairman and Chief Executive
Banque Hottingeur Officer, Banque Hottingeur
38, rue de Provence (banking)
75009 Paris, France
<PAGE>
* W. Edwin Jarmain (3) President, Jarmain Group
Jarmain Group Inc. Inc. (private investment
95 Wellington Street holding company)
West Suite 805
Toronto, Canada
* Francis Jungers Retired
19880 NW Nestucca Drive
Portland, Oregon 97229
* Joseph J. Melone President and Chief
The Equitable Companies Executive Officer, The
Incorporated Equitable Companies
787 Seventh Avenue Incorporated
New York, New York 10019
* W. J. Sanders, III Chairman and Chief Executive
Advanced Micro Devices, Officer, Advanced Micro
Inc. Devices
901 Thompson Place
Sunnyvale, CA 94086
* Jerry M. de St. Paer Executive Vice President and
The Equitable Companies Chief Financial Officer, The
Incorporated Equitable Companies
787 Seventh Avenue Incorporated
New York, New York 10019
* John C. West Retired
Bothea, Jordan & Griffin
23B Shelter Cove
Hilton Head Island, SC
29928
* Carl B. Menges Vice Chairman of the Board
* Hamilton E. James Managing Director
* Richard S. Pecther Managing Director
* Theodore P. Shen Managing Director
* Anthony F. Daddino Executive Vice President and
Chief Financial Officer
Robert J. Albano Senior Vice President and
Director of Compliance and
Regulatory Affairs
Michael M. Bendik Senior Vice President and
Chief Accounting Officer
Michael A. Boyd Senior Vice President and
General Counsel
Joseph D. Donnelly Senior Vice President and
One Pershing Plaza Associate General Counsel
Jersey City, NJ 07599
C-2
<PAGE>
Stuart S. Flamberg Senior Vice President and
Director of Taxes
Roy A. Garman Senior Vice President and
Controller
Charles J. Hendrickson Senior Vice President and
Treasurer
Gerald B. Rigg Senior Vice President and
Director of Human Resources
Thomas E. Siegler Senior Vice President and
Secretary
Lucia D. Swanson Senior Vice President and
Associate General Counsel
- -------------------------------------------
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
(3) Citizen of Switzerland
C-3
<PAGE>
SCHEDULE D
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and titles of the
Executive Officers of The Equitable Companies Incorporated ("Equitable") and
their business addresses and principal occupations are set forth below. If no
address is given, Director's or Executive Officer's business address is that of
Equitable at 787 Seventh Avenue, New York, New York 10019. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
Equitable and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear (1) Chairman of the Board;
AXA Chairman and Chief Executive
23, avenue Matignon Officer, AXA
75008 Paris, France
* James M. Benson Senior Executive Vice
President and Chief
Operating Officer; President
and Chief Executive Officer,
The Equitable Life Assurance
Society of the United States
* Henri de Castries (1) Vice Chairman of the Board;
AXA Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities outside
France, AXA
* John S. Chalsty Chairman and Chief Executive
Donaldson, Lufkin & Officer, Donaldson, Lufkin &
Jenrette, Inc. Jenrette, Inc.
277 Park Avenue
New York, NY 10172
Jerry M. de St. Paer Senior Executive Vice
President and Chief
Financial Officer; Executive
Vice President, The
Equitable Life Assurance
Society of the United States
* Joseph L. Dionne Chairman and Chief Executive
The McGraw Hill Companies Officer, The McGraw Hill
1221 Avenue of the Companies (publishing)
Americas
New York, NY 10020
<PAGE>
* William T. Esrey Chairman of the Board and
Sprint Corporation Chief Executive Officer, The
P.O. Box 11315 Sprint Corporation
Kansas City, MO 64112 (telecommunications)
* Jean-Rene Fourtou (1) Chairman and Chief Executive
Rhone-Poulenc S.A. Officer, Rhone-Poulenc S.A.
25 quai Paul Doumer (industry)
92408 Courbevoie,
France
Robert E. Garber Executive Vice President and
General Counsel
* Donald J. Greene Partner, LeBoeuf, Lamb,
LeBoeuf, Lamb, Greene & Greene & MacRae (law firm)
MacRae
125 West 55th Street
New York, NY 10019
* Anthony J. Hamilton (2) Group Chairman, Fox-Pitt,
35 Wilson Street Kelton Limited (Finance)
London, England EC2M 2SJ
* John T. Hartley Retired Chairman and Chief
Harris Corporation Executive Officer, Harris
1025 Nasa Boulevard Corporation (manufacturer of
Melbourne, FL 32919 electronic, telephone and
copying systems)
* John H. F. Haskell, Jr. Director and Managing
Dillon, Read & Co., Inc. Director, Dillon, Read &
535 Madison Avenue Co., Inc. (investment
New York, NY 10028 banking firm)
* W. Edwin Jarmain (3) President, Jarmain Group
Jarmain Group Inc. Inc. (private investment
95 Wellington St. West holding company)
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Winthrop Knowlton Chairman, Knowlton Brothers,
Knowlton Brothers, Inc. Inc. (private investment
530 Fifth Avenue firm); President and Chief
New York, NY 10036 Executive Officer, Knowlton
Associates, Inc. (consulting
firm)
* Arthur L. Liman Partner, Paul, Weiss,
Paul, Weiss, Rifkind, Rifkind, Wharton & Garrison
Wharton & Garrison (law firm)
1285 Avenue of the
Americas
New York, NY 10019
D-2
<PAGE>
William T. McCaffrey Executive Vice President and
Chief Administrative
Officer; Senior Executive
Vice President and Chief
Operating Officer, The
Equitable Life Assurance
Society of the United States
* Joseph J. Melone Chief Executive Officer and
President; Chairman of the
Board, The Equitable Life
Assurance Society of the
United States
Peter D. Noris Executive Vice President and
Chief Investment Officer;
Executive Vice President and
Chief Investment Officer,
The Equitable Life Assurance
Society of the United States
* Didier Pineau-Valencienne Chairman and Chief Executive
64-70, avenue Jean Officer, Schneider S.A.
Baptiste Clement (electric equipment)
92646 Boulogne Cedex,
France
* George J. Sella, Jr. Retired Chairman, President
American Cyanamid Company and Chief Executive Officer,
P.O. Box 3017 American Cyanamid Company
Newton, NJ 07860 (manufacturer pharmaceutical
products and agricultural
products)
Jose Suquet Executive Vice President;
Executive Vice President and
Chief Agency Officer; The
Equitable Life Assurance
Society of the United States
Stanley B. Tulin Executive Vice President;
Senior Executive Vice
President and Chief
Financial Officer, The
Equitable Life Assurance
Society of the United States
D-3
<PAGE>
* Dave H. Williams Chairman and Chief Executive
Alliance Capital Officer, Alliance Capital
Management Corporation Management Corp. (investment
1345 Avenue of the company)
Americas
New York, NY 10105
- -----------------------------------------------
* Director
(1) Citizen of the Republic of France
(2) Citizen of United Kingdom
(3) Citizen of Canada
D-4
<PAGE>
SCHEDULE E
Executive Officers and Members
Members of Conseil d'Administration
of
AXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA ("AXA") and their business
addresses and principal occupations are set forth below. If no address is given,
the Member's or Executive Officer's business address is that of AXA at 23,
avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to AXA and each
individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ----------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive
Officer
* Antoine Bernheim Chairman, Assicurazioni
Piazza Duca Degli Generali S.p.A. (insurance)
Abruzzi 2
34132 Trieste, Italy
Henri de Castries Executive Vice President,
Financial Services and Life
Insurance Activities outside
France
Francoise Colloc'h Executive Vice President,
Human Resources and Public
Relations
* Henri de Clermont- Chairman, Societe d'Armement
Tonnerre et de Navigation Charles
90, rue de Miromesnil Schiaffino (transportation)
75008 Paris, France
* David Dautresme General Partner, Lazard
121, Boulevard Haussman Freres et Cie (investment
75008 Paris, France banking)
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Michel Francois-Poncet Chairman of the Supervisory
3, rue d'Autin Board of Compagnie
75002 Paris, France Financiere Paribas and
Banque Paribas (financial
services and banking)
* Patrice Garnier Retired
<PAGE>
* Gianfranco Gutty (1) Director and Executive
Piazza Duca Degli Officer, Assicurazioni
Abruzzi 2 Generali S.p.A. (insurance)
34132 Trieste, Italy
* Anthony J. Hamilton (2) Group Chairman, Fox-Pitt,
35 Wilson Street Kelton Limited (Finance)
London, England EC2M
2SJ
* Henri Hottinguer (3) Chairman and Chief Executive
38, rue de Provence Officer, Banque Hottinguer
75009 Paris, France (banking)
* Richard H. Jenrette (4) Retired Chairman, The
c/o Donaldson, Lufkin & Equitable Companies
Jenrette, Inc. Incorporated
277 Park Avenue
New York, NY 10172
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
Gerard de la Martiniere Executive Vice President,
Chief Financial Officer
* Didier Pineau- Chairman and Chief Executive
Valencienne Officer, Schneider S.A.
64-70, avenue Jean (electric equipment)
Baptiste Clement
92646 Boulogne Cedex,
France
Claude Tendil Executive Vice President,
French Insurance Activities
and Non-Life and Composite
Insurance Activities outside
France
- -------------------------------------
* Member, Conseil d'Administration
(1) Citizen of Italy
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland
(4) Citizen of the United States of America
E-2
<PAGE>
SCHEDULE F
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Finaxa and their business
addresses and principal occupations are set forth below. If no address is given,
the Member's or Executive Officer's business address is that of Finaxa at 23,
avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Finaxa and each
individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- -----------------------------
* Claude Bebear Chairman and Chief Executive
Officer; Chairman and Chief
Executive Officer, AXA
* Henri de Castries Executive Vice President,
Financial Services and Life
Insurance Activities outside
France, AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement
90, rue de Miromesnil et de Navigation Charles
75008 Paris, France Schiaffino (transportation)
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Hottinguer (1) Chairman and Chief Executive
38, rue de Provence Officer, Banque Hottinguer
75009 Paris, France (banking)
* Paul Hottinguer (1) Assistant Chairman and Chief
38, rue de Provence Executive Officer, Banque
75009 Paris, France Hottinguer (banking)
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
Gerard de la Martiniere Chief Executive Officer;
Executive Vice President,
Chief Financial Officer, AXA
<PAGE>
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
- -----------------------------------------
* Member, Conseil d'Administration
(1) Citizen of Switzerland
F-2
<PAGE>
SCHEDULE G
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business address is
that of AXA Assurances I.A.R.D. Mutuelle at 21, rue de Chateaudun, 75009 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual
is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- -----------------------------
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
Jean-Luc Bertozzi Assistant Chief Executive
Officer
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities outside
France, AXA
* Jean-Pierre Chaffin Manager, Federation de la
5, rue la Bruyere Metallurgie (industry)
75009 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Francois Richer Retired
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
<PAGE>
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities outside
France, AXA
* Nicolas Thiery Chairman and Chief Executive
6 Cite de la Chapelle Officer, Etablissements
75018 Paris, France Jaillard (management
consulting)
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France
76301 Sotteville les S.A. (coffee importing and
Rouen, France processing)
- -------------------------------------
* Member, Conseil d'Administration
G-2
<PAGE>
SCHEDULE H
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances Vie Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris, France.
Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of
the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
Jean-Luc Bertozzi Assistant Chief Executive
Officer
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities outside
France, AXA
* Jean-Pierre Chaffin Manager, Federation de la
5, rue la Bruyere Metallurgie (industry)
75009 Paris, France
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement
90, rue de Miromesnil et de Navigation Charles
75008 Paris, France Schiaffino (transportation)
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Francois Richer Retired
<PAGE>
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities outside
France, AXA
* Nicolas Thiery Chairman and Chief Executive
6 Cite de la Chapelle Officer, Etablissements
75018 Paris, France Jaillard (management
consulting)
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France
76301 Sotteville les S.A. (coffee importing and
Rouen, France processing)
- -------------------------------------
* Member, Conseil d'Administration
H-2
<PAGE>
SCHEDULE I
Executive Officers and Members
of
Conseil d'Administration
of
UNI EUROPE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Uni Europe Assurance Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of Uni Europe Assurance Mutuelle at 24, rue Drouot, 75009 Paris, France. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Uni Europe Assurance Mutuelle and each individual is a citizen of the
Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities outside
France, AXA
* Francis Cordier Chairman and Chief Executive
rue Nicephone Niepce BP Officer, Group Demay Lesieur
232 76304 Sotteville Les (food industry)
Rouen, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Francis Magnan Chairman and Chief Executive
50, boulevard des Dames Officer, Groupe Daher (air
13002 Marseille, France and sea transportation)
* Jean de Ribes Chief Executive Officer,
13, rue Notre Dame des Banque Rivaud (banking)
Victoires 75008 Paris,
France
<PAGE>
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Jean-Paul Saillard Corporate Secretary, AXA
23, avenue Matignon
75008 Paris, France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities outside
France, AXA
- -------------------------------------
* Member, Conseil d'Administration
I-2
<PAGE>
SCHEDULE J
Executive Officers and Members
of
Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Alpha Assurances Vie Mutuelle and
their business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is that
of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu,
Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Alpha Assurances
Vie Mutuelle and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- -----------------------------
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities outside
France, AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement
90, rue de Miromesnil et de Navigation Charles
75008 Paris, France Schiaffino (transportation)
* Claude Fath Manager
* Jean-Rene Fourtou Chairman and Chief Executive
25, quai Paul Doumer Officer, Rhone-Poulenc S.A.
92408 Courbevoie, France (industry)
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
<PAGE>
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities outside
France, AXA
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France
76301 Sotteville les Rouen S.A. (coffee importing and
France processing)
- -----------------------------------------
* Member, Conseil d'Administration
J-2
<PAGE>
SCHEDULE K
Executive Officers and Members
of
Conseil d'Administration
of
ALPHA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Alpha Assurances I.A.R.D. Mutuelle
and their business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business address is
that of Alpha Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101 Terrasse
Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to Alpha
Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of
France.
Name, Business Address Present Principal Occupation
- ---------------------- -----------------------------
* Claude Bebear Chairman and Chief Executive
23, avenue Matignon Officer; Chairman and Chief
75008 Paris, France Executive Officer, AXA
* Henri Brischoux Manager, AXA
21, rue de Chateaudun
75009 Paris, France
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities outside
France, AXA
* Henri de Clermont-Tonnerre Chairman, Societe d'Armement
90, rue de Miromesnil et de Navigation Charles
75008 Paris, France Schiaffino (transportation)
* Bernard Cornille Audit Manager, AXA
21, rue de Chateaudun
75009 Paris, France
* Claude Fath Manager
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief Executive
56, rue Jean Giraudoux Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Claude Peter Retired
<PAGE>
* Georges Rousseau Chairman, Apave Normandies
2, rue des Mouettes (consulting)
76130 Mont Saint Aignan,
France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities outside
France, AXA
- -------------------------------------
* Member, Conseil d'Administration
K-2
<PAGE>
EXHIBIT INDEX
1. Joint Filing Agreement pursuant to Rule 13d-1(f).
2. Settlement Agreement and Release, dated May 20, 1996.
3. Common Stock Purchase Warrant, dated May 20, 1996.
<PAGE>
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as
amended, each of the persons named below agrees to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto) with
respect to the common stock, no stated value per share, of Paracelsus Healthcare
Corporation, a California corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Rule 13d-1(f)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate. This Joint Filing may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
Date: September 6, 1996
DLJ CAPITAL CORPORATION DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Thomas E. Siegler By: /s/ Thomas E. Siegler
----------------------- ----------------------
Thomas E. Siegler Thomas E. Siegler
Secretary and Treasurer Senior Vice President
DONALDSON, LUFKIN & JENRETTE, THE EQUITABLE COMPANIES
INC. INCORPORATED
By: /s/ Thomas E. Siegler By: /s/ Alvin H. Fenichel
----------------------- ----------------------
Thomas E. Siegler Alvin H. Fenichel
Senior Vice President Senior Vice President
and Controller
<PAGE>
AXA
FINAXA
AXA ASSURANCES I.A.R.D.
MUTUELLE
AXA ASSURANCES VIE MUTUELLE
UNI EUROPE ASSURANCE MUTUELLE
ALPHA ASSURANCES VIE MUTUELLE
ALPHA ASSURANCES I.A.R.D
MUTUELLE
CLAUDE BEBEAR, as AXA Voting
Trustee
PATRICE GARNIER, as AXA Voting
Trustee
HENRI DE CLERMONT-TONNERRE, as
AXA Voting Trustee
Signed on behalf of each of
the above
By: /s/ Alvin H. Fenichel
-----------------------
Alvin H. Fenichel
Attorney-in-fact
2
<PAGE>
Exhibit 2
Settlement Agreement and Release
This Settlement Agreement and Release (this "Agreement") is entered into by and
between DLJ Capital Corporation 3000 Sand Hill Road, Bldg. 4, Suite 270, Menlo
Park, CA 94025 (Attn: Keith Geeslin) ("DLJ Capital"), on behalf of itself and
each constituent fund in the Sprout "A" Group of Funds identified on Exhibit A
below, for each of which DLJ Capital serves as General Partner, Managing General
Partner, General Partner of General Partner, or Parent Corporation of
Sub-Manager, and each constituent fund in the Sprout "B" Group of Funds
identified on Exhibit A below, for each of whom Keith Geeslin serves as General
Partner (all entities listed on Exhibit A collectively referred to as "Sprout"),
on the one hand, and Claremont Technology Group, Inc., (Claremont), 1600 N.W.
Compton Drive, Suite 210, Beaverton, Oregon 97006 (Attn: Paul Cosgrave) on the
other.
On December 5, 1995, Claremont's president, Paul Cosgrave, and Keith Geeslin,
signing for the "Sprout Group", executed a Summary Term Sheet (the Summary Term
Sheet). Disputes have arisen between the parties as to whether that Summary Term
Sheet was binding. The parties wish to settle that dispute, and all other
matters between them. Accordingly, the parties agree as follows:
1. Warrant and Warrant Adjustment Agreements.
1.1 Warrant. Claremont will issue the Common Stock Purchase Warrant in form
attached hereto, with an effective issue date of May 20, 1996. Sprout confirms
and accepts the terms of the Warrant, and directs that it be so issued.
1.2 Warrant Adjustment Agreement. Claremont and DLJ Capital Corporation will
enter into the Warrant Adjustment Agreement in form attached hereto (the Warrant
Adjustment Agreement), effective May 20, 1996.
2. Release.
2.1 Claremont's Release of Sprout. Claremont hereby releases Sprout and DLJ
Capital, and their respective shareholders, partners, investors, directors,
employees, agents, attorneys, officers, funds associated with DLJ Capital, and
assigns, from any and all claims, demands, damages, liabilities, costs,
expenses, causes of action or causes of suit of whatsoever kind and nature
arising before the date of this settlement, known and unknown, reserving only
those rights Claremont retains under this Agreement or the Warrant and Warrant
Adjustment Agreement.
2.2 Sprout's Release of Claremont. DLJ Capital, on its own behalf and on behalf
of Sprout, hereby releases Claremont, its shareholders, partners, investors,
<PAGE>
officers, directors, employees, agents, attorneys, and assigns, from any and all
claims, demands, damages, liabilities, costs, expenses, causes of action or
causes of suit of whatsoever kind and nature arising before the date of this
settlement, known and unknown, reserving only those rights Sprout retains under
this Agreement or under the accompanying Warrant and Warrant Adjustment
Agreement.
2.3 Statement of Intent to Waive. Each party after being advised by counsel
intends to waive to the fullest extent permitted by law all rights and benefits
it may have under section 1542 of the Civil Code of the State of California.
Section 1542 reads as follows:
A general release does not extend to claims which the creditor does not know or
expect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor.
3. Representations and Acknowledgements of Parties.
3.1 Claremont. Claremont represents and warrants to Sprout that Mr. Paul
Cosgrave, as President of Claremont Technology Group, Inc., is fully authorized
and empowered to execute and enter into this Agreement, and to cause to be
issued the Warrants and to execute and bind the company to the Warrant
Adjustment Agreement, and that all corporate actions necessary to grant that
authority have been duly taken and approved by the Board of Directors of
Claremont and that Claremont intends to be bound hereby.
3.2 Sprout. Sprout represents and warrants to Claremont that it is the "Sprout
Group" referred to in the Term Sheet of December 5, 1995; that Mr. Keith
Geeslin, attorney in fact or General Partner, is fully authorized and empowered
to execute and enter into this Settlement Agreement and Release and to execute
the Warrant and the Warrant Adjustment Agreement, and that all corporate and
partnership actions necessary to grant that authority have been duly taken and
approved by the Board of Directors and partners of Sprout, and that Sprout
intends to be bound hereby. Sprout further represents and warrants that the
funds identified on Exhibit A who would have been investors in Claremont under
the Summary Term Sheet have assigned or otherwise conveyed their claims under
the original Summary Term Sheet to DLJ Capital Corporation and do hereby request
that Claremont execute and issue the warrant in the name of DLJ Capital
Corporation.
3.3 Both Parties. Each party represents and acknowledges that this Settlement
and Release Agreement is in settlement of disputed claims; that the parties
hereto by entering into this settlement do not intend to admit to the merits of
any claim hereby settled and in fact Claremont vigorously disputes all such
claims.
-2-
<PAGE>
4. Other Matters.
4.1 Non-waiver. A waiver of one or more breaches of any clause of this agreement
shall not act to waive any other breach, whether of the same or different
clauses.
4.2 Assignment. This agreement may not be assigned without the express written
consent of each party, which consent will not be unreasonably withheld.
4.3 Governing law, Jurisdiction. This agreement is governed by the laws of the
state of Oregon. Each party consents to service of process through the method
prescribed for notice in this agreement.
4.4 Attorneys' Fees. The prevailing party in any suit, action, arbitration, or
appeal filed or held concerning this agreement shall be entitled to reasonable
attorneys' fees.
4.5 Integration. This agreement, including all exhibits and attachments hereto,
is the complete agreement between the parties as of the date hereof, and
supersedes all prior agreements, written or oral. It may be modified only in
writing signed by the original parties hereto, or by their successors or
superiors in office.
4.6 Counterparts, Execution by Fax. This agreement may be exercised in
counterparts, all of which together shall constitute one original. Transmittal
of signed copies by facsimile shall be treated as delivery of original executed
copies of this Agreement, and the parties agree to be bound thereby.
DLJ Capital Corporation, Claremont Technology Group, Inc.
for itself and as General
Partner, Managing General
Partner, General Partner
of the General Partner, or
Parent Corporation of
Sub-Manager, as the case
may be, of each entity in
the Sprout "A" Group of
Funds, as identified on
Exhibit A, except those
specifically identified
below:
By: /s/ Keith B. Geeslin By: /s/ Paul Cosgrave
-------------------------- --------------------------
Keith Geeslin, its Paul Cosgrave
Attorney-in-Fact President
May 20, 1996 May 20, 1996
-3-
<PAGE>
DLJ Venture Capital Fund and
DLJ Venture Capital Fund II:
By: /s/ Keith Geeslin
--------------------------
Keith Geeslin, General Partner
May 20, 1996
I, Terry Murphy, Corporate Secretary of Claremont Technology Group, Inc., do
hereby certify that the foregoing settlement agreement and the issuance of the
warrants it contemplates through the Warrant and Warrant Adjustment Agreement
were approved by necessary majorities of the Board of Directors of Claremont
Technology Group, Inc. at a meeting held for the purpose on May 19, 1996, by
conference telephone.
/s/ Terry Murphy
-----------------------
Terry Murphy, Secretary, Claremont Technology Group, Inc.
-4-
<PAGE>
Exhibit A
Sprout Group of Funds
Sprout "A" Group of Funds:
Sprout Capital V
Sprout Technology Fund
Sprout Growth, L.P.
Sprout Capital VI, L.P.
Sprout Growth II, L.P.
ML Venture Partners II, L.P.
Sprout Capital VII, L.P.
Sprout CEO Fund, L.P.
Sprout "B" Group of Funds:
DLJ Venture Capital Fund, L.P.
DLJ Venture Capital Fund II, L.P.
-5-
<PAGE>
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND AS SUCH
MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH
WARRANT OR SECURITIES, OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144
PROMULGATED UNDER THE ACT OR UNLESS THE COMPANY SHALL RECEIVE AN OPINION FROM
COUNSEL TO HOLDER, REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED.
CLAREMONT TECHNOLOGY GROUP, INC.
Common Stock Purchase Warrant
May 20, 1996
THIS CERTIFIES THAT, for value received, DLJ Capital Corporation (the "Holder")
is entitled to purchase shares (the "Shares") of Common Stock of Claremont
Technology Group, Inc., an Oregon corporation (the "Company"), at a price per
share of $10.33 (such price and such other price as shall result, from time to
time, from adjustments specified below is referred to herein as the "Warrant
Price"), subject to the provisions and upon the terms and conditions hereinafter
set forth. As used herein, the term "Common Stock" shall mean the Company's duly
authorized Common Stock, no par value, and the term "Grant Date" shall mean the
date set forth above.
1. Term. Subject to the terms hereof, the purchase rights represented by this
Warrant are exercisable, in whole or in part, at any time and from time to time,
until the five (5) year anniversary after the Grant Date.
2. Number of Shares. Subject to the terms and conditions hereinafter set forth,
the Holder is entitled to purchase up to Four Hundred Thousand (400,000) shares
of Common Stock of the Company.
3. Method of Exercise; Net Issue Exercise.
a. Method of Exercise; Payment; Issuance of New Warrant. The purchase right
represented by the Warrant may be exercised by the Holder, in whole or in part,
at any time or from time to time, at the election of the Holder, by the
surrender of this Warrant (with the notice of exercise form attached hereto as
Exhibit A duly executed) at the principal office of the Company and by the
payment to the Company, by cash, check or wire transfer, of an amount equal to
the then applicable Warrant Price per share multiplied by the number of Shares
then being purchased.
b. Net Issue Exercise. In lieu of exercising this Warrant under Section 3(a)
above, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant at the
<PAGE>
principal office of the Company, together with notice of such election, in which
event the Company shall issue to the Holder a number of Shares computed using
the following formula:
X= Y(A-B)
- ---------
A
Where: X= The number of Shares to be issued to the Holder
Y= the number of Shares to be exercised under this
Warrant at the time of such exercise (which number
shall not exceed the total number of Shares
exercisable under this Warrant at the time of such
tender.)
A= the fair market value of one share of Common Stock at
the time of such exercise.
B= the per share Warrant Price (as adjusted through the
date of such exercise.)
For purposes of this Paragraph 3(b), the fair market value of the Common Stock
shall be determined as follows:
(i) if the exercise is in connection with an initial public offering of the
Company's Common Stock, and if the Company's registration statement relating to
such public offering has been declared effective by the Securities and Exchange
Commission ("SEC"), then the fair market value per share shall be the initial
"Price to Public" specified in the final prospects with respect to the offering,
or:
(ii) if this Warrant is exercised after, and not in connection with, the
Company's initial public offering, and:
(a) if traded on a securities exchange, the fair market value shall be the
average of the closing prices over the ten (10) day trading period immediately
preceding three days before the day the current fair market value of the
securities is being determined; or
(b) if actively traded over-the-counter, the fair market value shall be deemed
to be the average of the closing bid and asked prices quoted on the Nasdaq
system (or similar system) over the ten (10) day trading period immediately
preceding three days before the day the current fair market value of the
securities is being determined.
The person or persons in whose name(s) any certificate(s) representing Shares
shall be issuable upon exercise of this Warrant shall be deemed to have become
the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the shares represented thereby (and such shares shall be deemed to
have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised. In the event of any exercise of the
rights represented by this Warrant certificates for the shares of stock
-2-
<PAGE>
so purchased shall be delivered to the Holder as soon as possible and in any
event within fifteen (15) days of receipt of such exercise and, unless this
Warrant has been fully exercised or expired, a new Warrant representing the
portion of the Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the Holder as soon as possible and
in any event within such fifteen (15) day period.
4. Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof. During the period within which the rights
represented by the Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of the
purchase rights evidenced by this Warrant, a sufficient number of Shares to
provide for the exercise of the rights represented by this Warrant.
5. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of the Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the occurrence of certain
events as follows:
a. Reclassification or Merger. In case of any recapitalization,
reclassification, change or conversion of Common stock issuable upon exercise of
this Warrant (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or in case of any merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company
is the continuing and surviving corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant), or in case of any sale of all or substantially all of the assets
of the Company, the Company, or such successor or purchasing corporation, as the
case may be, shall execute a new Warrant (in form and substance satisfactory to
the Holder) providing that the Holder shall have the right to exercise such new
Warrant and upon such exercise to receive, in lieu of each share of Common Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by a holder of one share of Common Stock.
Such new Warrant shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Paragraph 5. The provisions of this subparagraph 5(a) shall similarly apply to
successive reclassification, changes, mergers and transfers.
b. Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its Common
Stock, the Warrant Price and the number of shares of Common Stock issuable upon
-3-
<PAGE>
exercise hereof shall be proportionately adjusted such that the aggregate
exercise price of this Warrant shall at all time remain equal.
c. Stock Dividends. If the Company at any time while this Warrant is outstanding
and unexpired shall pay a dividend payable in shares of Common Stock (except any
distribution specifically provided for in the foregoing subparagraphs 5(a) and
5(b), then (i) the Warrant Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend or distribution,
to that price determined by multiplying the Warrant Price in effect immediately
prior to such date of determination by a fraction (x) the numerator of which
shall be the total number of shares of Common Stock outstanding immediately
prior to such dividend or distribution, and (y) the denominator of which shall
be the total number of shares of Common Stock outstanding immediately after such
dividend or distribution and (ii) the number of shares of Common Stock subject
to this Warrant shall be proportionately adjusted.
d. No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, recapitalization, transfer or
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Paragraph 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder as the holder of this
Warrant against impairment.
e. Notices of Significant Events. At any time while this Warrant is outstanding
and unexpired, in the event the Company undertakes the payment of any dividend
or other distribution or a merger or consolidation of the Company with or into
any other corporation, or any proposed sale, lease or conveyance of all or
substantially all of the assets of the Company, or any proposed liquidation,
dissolution or winding up of the Company, or any proposed amendment to the
Company's Articles of Incorporation, or any public offering of its Common Stock
excluding the proposed initial public offering of its common stock that is being
prepared as of the date hereof, the Company shall mail to the Holder, at least
twenty (20) days prior to the date of consummating such event, a notice
specifying the event and the date on which such event is then proposed to be
consummated, and before which it will not be consummated.
6. Adjustments. Whenever, while this Warrant is outstanding and unexpired, the
Warrant Price shall be adjusted pursuant to the provisions hereof, the Company
shall within thirty (30) days of such adjustment deliver a certificate signed by
its chief financial officer to the Holder as the registered holder hereof
setting forth, in reasonable detail, the event requiring the adjustment, the
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amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price after giving effect to such adjustment.
7. Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares,
the Company shall make a cash payment therefor upon the basis of the Warrant
Price then in effect.
8. Transfers. This Warrant, and all rights herein, are transferable in whole or
in part by the Holder and by any transferee thereof upon written notice to the
Company, provided that such transfer shall be in compliance with all applicable
federal and state securities laws. Any such transferee shall be deemed a
"Holder" under this Warrant.
9. Rights as Shareholder. The Holder, as the holder of the Warrant, shall not be
entitled to vote or receive dividends and shall not be deemed the holder of
Common Stock, nor shall anything contained herein be construed to confer upon
the Holder as the holder of this Warrant, any of the rights of a shareholder of
the Company or any right to vote of the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided herein.
10. Representations and Warranties of the Company. The Company hereby represents
and warrants to the Holder as follows:
a. The Company is a corporation duty organized and active under the laws of the
State of Oregon and has all requisite corporate power and authority to carry on
its business as now conducted.
b. This Warrant has been duly authorized by all necessary corporate action by
the Company and has been duly executed by the Company, and this Warrant
represents the valid and binding obligation of the Company enforceable in
accordance with the terms set forth herein, except as may be limited by
bankruptcy or other similar laws related to creditors' rights or equitable
remedies.
c. The Shares purchasable upon the exercise hereof have been duly authorized and
reserved for issuance by the Company and when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable and will be
issued in compliance with all applicable federal and state securities laws.
d. The execution and delivery of this Warrant does not, and the issuance of the
shares of Common Stock upon exercise of this Warrant in accordance with the
terms hereof will not violate or be inconsistent with, the Company's Articles of
Incorporation and the Company's Bylaws, does not and will not contravene any
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laws, governmental rule or regulation, judgment or order currently applicable to
the Company, and does not and will not contravene any provision of, or
constitute a default under, any indenture, mortgage, contract, or other
instrument of which the Company is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration with or
the taking of any action in respect of or by, any federal, state or local
governmental authority or agency or other person.
11. Representations and Warranties of Holder. The Holder hereby represents and
warrants to the Company the following:
a. The Holder is aware of the Company's business affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed knowledgeable decision to acquire this Warrant and the Shares issuable
upon exercise of this Warrant. The Holder is acquiring this Warrant and the
Shares issuable upon exercise of this Warrant for its own account for investment
purposes only and not with a view to any "distribution" thereof that would not
otherwise be in compliance with the Act.
b. The Holder understands that neither this Warrant nor the Shares have been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the Holder's
investment intent as expressed herein.
c. The Holder understands that this Warrant and the Shares issuable upon the
exercise of this Warrant must be held indefinitely unless subsequently
registered under the Act and any applicable state securities laws, or unless
exemptions from registration are otherwise available.
d. The Holder is aware of the provisions of Rule 144, promulgated under the Act,
which, in substance, permits limited public resale of "restricted securities"
acquired, directly or indirectly, from the issuer thereof (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of certain
conditions.
e. Holder is an accredited investor, as that term is defined in Rule 501(a)
promulgated under the Act. With respect to any offer, sale or other disposition
of this Warrant or any Shares acquired pursuant to the exercise of this Warrant
prior to registration of such Warrant or Shares, the Holder hereof and each
subsequent holder of this Warrant agrees to (i) give written notice to the
Company prior thereto, describing the manner thereof and (ii) if requested by
the Company, an opinion of counsel, reasonably satisfactory to the Company,
confirming that such offer, sale or other disposition may be effected without
registration or qualification under the Act as then in effect or any federal or
state law then in effect.
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12. Registration Rights. The Holder shall have the following registration
rights:
a. Definitions. For purposes of this Section 12, (i) the term "Registrable
Securities" means (x) the Shares, and (y) any Common Stock issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of,
such Shares or any Common Stock issuable upon exercise, conversion or exchange
of the Shares or any other securities issuable upon exercise hereof, and (ii)
the term "Holder" shall mean all persons or entities owning or having the right
to acquire Registrable Securities or any assignee thereof.
b. Request for Registration
(i) If the Company shall receive at any time after the earlier of (x) the second
anniversary after the Grant Date, or (y) 180 days after the effective date of
the first registration statement for a public offering of securities of the
Company (other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or an SEC Rule 145 transaction), a written request from
the Holder that the Company file a registration statement under the Act covering
the registration of an aggregate of at least 100,000 shares of the Registrable
Securities then outstanding then the Company shall effect as soon as
practicable, and in any event within 60 days of the receipt of such request, the
registration under the Act of all Registrable Securities which the Holder
requests to be registered, subject to the limitations of subsection (b)(ii)
below.
(ii) If the Holder intends to distribute the Registrable Securities, covered by
its request by means of an underwriting, it shall so advise the Company as a
part of its request made pursuant to subsection (b)(i) above. The underwriter or
underwriters will be selected by the Company and shall be reasonably acceptable
to the Holder. In such event, the right of the Holder to include its Registrable
Securities in such registration shall be conditioned upon the Holder's
participation in such underwriting and the inclusion of the Holder's Registrable
Securities in the underwriting to the extent provided herein. The Holder shall
(together with the Company) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Section 12(b), if the underwriter
advises the Holder in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the number of shares of Registrable
Securities that may be included in the underwriting shall be reduced; provided,
however, that the number of shares of Registrable Securities to be included in
such underwriting shall not be reduced unless all other securities are first
entirely excluded from the underwriting.
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(iii) Notwithstanding the foregoing, if the Company shall furnish to the Holder
a certificate signed by the Chief Executive Officer of the Company stating that
in the good faith judgment of the Board of Directors of the Company it would be
seriously detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than 90 days after receipt
of the request of the Holder; provided, however, that the Company may not
utilize this right more than once in any twelve-month period.
(iv) In addition, the Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to this Section 12(b):
(A) After the Company has effected two registrations pursuant to this Section
12(b) and such registrations have been declared or ordered effective; or
(B) The Company commits to initiate on its own the registration of Common Stock
to be issued by the Company under Section 12(c) below within 15 days after
receiving Holder's written request under subsection (b)(i) above ("Notice"), and
holds within thirty days of such Notice an organizational meeting for such
registration and effects such registration of all such Registrable Securities
covered by such Notice within 120 days of the Notice (a "Conversion
Registration").
c. Company Registration. If the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders other than the Holder) any of its stock or other securities under
the Act in connection with the public offering of such securities solely for
cash (other than a registration relating solely to the sale of securities to
participants in a Company stock plan), the Company shall, at such time, promptly
give the Holder written notice of such registration. Upon the written request of
the Holder given within twenty (20) days after mailing of such notice by the
Company in accordance with Section 14 hereof, the Company shall, subject to the
provisions of Section 12(h), cause to be registered under the Act all of the
Registrable Securities that the Holder has requested to be registered.
Notwithstanding the foregoing, the Holder waives its notice and registration
rights under this subsection (c) with respect to the proposed initial public
offering of the Company's Common Stock that is being prepared as of the date
hereof.
d. Obligations of the Company. Whenever required under this Section 12 to effect
the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
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(i) Prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its good faith efforts to cause such registration
statement to become effective, and upon the request of the Holder, keep such
registration statement effective for a period of up to one hundred twenty (120)
days.
(ii) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(iii) Furnish to the Holder such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as it may reasonably request in order to facilitate the
disposition of Registrable Securities owned by it.
(iv) Use its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such U.S.
jurisdictions as shall be reasonably requested by the Holder; provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Act.
(v) In the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. The Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement.
(vi) Notify the Holder at any time when a prospectus is required to be delivered
under the Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.
(vii) Cause all such Registrable Securities registered pursuant thereunder to be
listed on each securities exchange on which similar securities issued by the
Company are then listed.
(viii) Provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.
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(ix) Furnish, at the request of the Holder requesting registration of
Registrable Securities pursuant to this Section 12, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 12, if such securities are being
sold through underwriters, or if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (x) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities, and (y) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holder.
e. Furnish Information. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Section 12 with respect to the
Registrable Securities that the Holder shall furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as shall be reasonably
required to effect the registration of the Holder's Registrable Securities.
f. Expenses of Demand Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 12(b), including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holder shall be borne by the
Company if such counsel is the same as counsel for the Company; provided,
however, that the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 12(b) if the registration
request is subsequently withdrawn at the request Of the Holder (in which case
Holder shall bear such expenses), unless the Holder agrees to forfeit its right
to one demand registration pursuant to Section 12(b); provided further, however,
that if at the time of such withdrawal, the Holder has learned of a material
adverse change in the condition, business, or prospects of the Company from that
known to the Holder at the time of its request and has withdrawn the request
with reasonable promptness following disclosure by the Company of such material
adverse change, then the Holder shall not be required to pay any of such
expenses and shall retain its rights pursuant to Section 12(b).
g. Expenses of Company Registration. The Company shall bear and pay all expenses
incurred in connection with any registration, filing, or qualification of
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Registrable Securities with respect to the registrations pursuant to Section
12(c) for the Holder, including (without limitation) all registration, filing,
and qualification fees, printers and accounting fees relating or apportionable
thereto and the fees and disbursements of one counsel for the selling Holder
provided such counsel is the same as counsel for the Company, but excluding any
underwriting discounts and commissions relating to Registrable Securities.
h. Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required under Section 12(b) to include any of the Holder's Registrable
Securities in such underwriting unless such Holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
the Company (or by other persons entitled to select the underwriters), and then
only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company. If the total
amount of securities, including Registrable Securities, requested by
shareholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein
owned by each selling shareholder or in such other proportions as shall mutually
be agreed to by such selling shareholders), provided further, that in a
Conversion Registration if such reduction on the basis of underwriters'
determination does take place and has the effect of reducing the total number of
shares sold by Holder below the number as to which a request for registration
was tendered under Section 12(b)(i) hereof, the inclusion of Holder's shares in
the Company registration shall not count as one of the two registrations allowed
under Section 12(b)(iv)(A) hereof.
i. Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 12:
(i) To the extent permitted by law, the Company will indemnify and hold harmless
the Holder, any underwriter (as defined in the Act) for the Holder and each
person, if any, who controls the Holder or underwriter within the meaning of the
Act or the Securities Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, or the 1934 Act or other federal or state law, or
any rule or regulation promulgated under the Act, or under the 1934 Act or any
state security law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of
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the following statements, omissions or violations (collectively a "Violation"):
(A) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(B) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading, or (C) any violation or alleged violation by the Company of the Act,
the 1934 Act, any state securities law or any rule or regulation promulgated
under the Act, or the 1934 Act or any state securities law; and the Company will
pay to the Holder, underwriter or controlling person, as incurred, any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided, however,
that the indemnity agreement contained in this subsection i(i) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of the Company (which
consent shall not be unreasonably withheld), nor shall the Company be liable in
any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation with occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by the Holder, underwriter or
controlling person, nor shall the Company be liable in any such case for any
such loss, claim, damage, liability, or action to the extent that it arises out
of or is based upon a Violation arising from a preliminary Prospectus which the
Holder delivered to the person alleging such loss, claim, damage, liability or
action if the Holder failed to deliver a copy of the final Prospectus as amended
or supplemented if it is amended or supplemented to correct such misstatement or
omission, to such person at or prior to the written confirmation of the sale to
such person.
(ii) To the extent permitted by law, the Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who has signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Act, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Act, or the 1934 Act or other federal or state law, or any rule or regulation
promulgated under the Act, or under the 1934 Act or any federal or state law, or
any rule or regulation promulgated under the Act or any state securities law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by the Holder expressly for use
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in connection with such registration; and the Holder will pay, as incurred, any
legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this subsection i(ii), in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this subsection i(ii) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; provided, that, in no
event shall any indemnity under this subsection i(ii) exceed the gross proceeds
from the offering received by such Holder.
(iii) Promptly after receipt by an indemnified party under this Section 12(i) of
notice of commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 12(i), deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such an action, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 12(i), but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 12(i).
(iv) If the indemnification provided for in this Section 12(i) is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations. The
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relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(v) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
(vi) The obligations of the Company and the Holder under this Section 12(i)
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 12, and otherwise.
j. Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holder benefits of Rule 144 promulgated under the Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:
(i) make and keep public information available, as those terms are understood
and defined in SEC rule 144, at all times after ninety (90) days after the
effective date of the first registration statement filed by the Company for the
offering of its securities to the general public;
(ii) take such action, including the voluntary registration of its Common Stock
under Section 12 of the 1934 Act, as is necessary to enable the Holder to
utilize Form S-3 for the sale of its Registrable Securities, such action to be
taken as soon as practicable after the end of the fiscal year in which the first
registration statement filed by the Company for the offering of its securities
to the general public is declared effective;
(iii) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and
(iv) furnish to the Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (A) a written statement by the Company that
it has complied with the reporting requirements of SEC rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act (at any time after it
has become subject to such reporting requirements), (B) a copy of the most
recent annual or quarterly report of the Company and such other reports and
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documents so filed by the Company, and (C) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.
k. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 12 may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
such securities provided: (i) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned, (ii) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Section 12, including, without limitation, the provision of Section 12(l) below;
(iii) such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or
assignee is restricted under the Act; and (iv) such assignment or transfer is of
a Warrant that is exercisable for a minimum of 50,000 Shares, or of at least
50,000 Shares (each adjusted to reflect subsequent stock dividends, stock
splits, conversions or recapitalizations).
l. "Market Stand Off" Agreement. Holder hereby agrees that, during the period of
duration specified by the Company and an underwriter of Common Stock or other
securities of the Company, following the effective date of a registration
statement of the Company filed under the Act, it shall not, to the extent
requested by the Company and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period except common stock included in such
registration; provided, however, that:
(i) all officers and directors of the Company and all other persons with
registration rights (whether or not pursuant to this Agreement) enter into
similar agreements; and
(ii) such market stand-off time period shall not exceed 180 days.
In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities.
13. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only if expressly set forth in an
instrument in writing signed by the Company and the Holder.
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14. Notices. Unless otherwise provided, any notice required or permitted herein
shall be given in writing and shall be deemed effectively given upon personal
delivery or fax to the party to be notified or three (3) days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or such other address as such party may
designate by 10 days advance written notice to the other party.
15. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company concerning registration rights or otherwise relating to the Common
Stock or other securities issuable upon the exercise of this Warrant shall
survive the exercise and termination of this Warrant, and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the holder hereof, subject to the limitations on transfer of
registration rights contained in Section 12(k). The Company will, at the time of
the exercise of this Warrant, in whole or in part, upon request of the holder
hereof but at the Company's expense, acknowledge in writing its continuing
obligation to the holder hereof in respect of any rights to which the holder
hereof shall continue to be entitled after such exercise in accordance with this
Warrant; provided, that the figure of the holder hereof to make any such request
shall not affect the continuing obligation of the Company to the holder hereof
in respect of such rights.
16. Lost Warrants or Stock Certificates. The Company covenants to the holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant or any stock
certificate and in the case of any such loss, theft or destruction, upon receipt
of an indemnity reasonably satisfactory to the Company, or in the case of any
such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock
certificate, of like tenor, in lieu of the lost, stolen, destroyed, or mutilated
Warrant or stock certificate.
17. Descriptive Headings. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of
this Warrant.
18. Governing Law. This Warrant shall be governed by, and construed under, the
laws of the State of Oregon as applied to agreements among Oregon residents
entered into and to be performed entirely within Oregon.
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<PAGE>
IN WITNESS WHEREOF, the Company has caused this warrant to be executed effective
as of the date first above written.
CLAREMONT TECHNOLOGY GROUP, INC.
- ------------------------------------
Paul J. Cosgrave
Chairman and Chief Executive Officer
By: --------------------------------
Terry D. Murphy
Secretary
Address: 1600 N.W. Compton Drive
Suite 210
Beaverton, Oregon 97006
DLJ Capital Corporation
3000 Sand Hill Road
Bldg 4, Suite 270
Menlo Park, CA 94025
Attn: Keith B. Geeslin
By: --------------------------------
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<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
To: Claremont Technology Group, Inc.
================================
Attn: ________________________________
1. The undersigned hereby elects to purchase ___ shares of Common Stock of
Claremont Technology Group, Inc. pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name or names as are specified below.
Name:
- ---------------------------
Address: ------------------
------------------
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<PAGE>
WARRANT ADJUSTMENT AGREEMENT
This Warrant Adjustment Agreement (the "Agreement") is entered into as of May
20, 1996 by and between Claremont Technology Group, Inc., an Oregon corporation
(the "Company"), and DLJ Capital Corporation ("DLJ").
WHEREAS, the Company has issued to DLJ a five-year warrant on the date hereof
(the "Warrant") to purchase 400,000 shares of Common Stock of the Company in
connection with the settlement agreement between The Sprout Group of Funds, DLJ
and the any dated as of the date hereof; and
WHEREAS, in connection with such settlement and the grant of the Warrant the
Company has agreed to grant to DLJ, or, if the Warrant is transferred to one or
more transferees, the holder(s) of such warrants (collectively referred to
herein as the "Warrantholders"), certain antidilution rights, as set forth
herein;
NOW, THEREFORE, in consideration of the agreements contained herein and in such
settlement agreement, the parties agree as follows:
Unless otherwise defined herein, each capitalized term shall have the meaning
set forth in the Warrant.
1. Adjustment of Terms of Warrant. Subject to the terms and conditions provided
herein, the number and type of Shares subject to the Warrant, and the rights
associated with or granted in connection with the purchase of such Shares, shall
be subject to adjustment, at the option of the Warrantholders, if the Company
issues at any time or from time to time, any equity securities, or any options,
warrants, rights or other securities exercisable or exchangeable for or
convertible into any such equity securities ("Equity Securities"), provided,
however, the following securities shall not be included in the definition of
Equity Securities:
(i) Shares of Common Stock issued based on the conversion or exercise of any
warrant, option or convertible debt outstanding as of the date hereof; and
(ii) Up to an additional 2,200,000 Shares of Common Stock or options to purchase
Common Stock issued or issuable to employees, consultants, officers, directors
or other service providers pursuant to the Company's stock incentive plans.
2. Notice of Issuance. At any time the Company issues any Equity Securities (an
"Equity Issuance") prior to the effective date of a registration statement filed
by the Company covering a firmly-underwritten initial public offering in which
the gross proceeds to the Company equals or exceeds $15 million or June 30, 1998
(the "Expiration Date"), the Company shall provide written
<PAGE>
notice, in accordance with Section 7 hereof, of such issuance to the
Warrantholders, which notice shall describe in detail such Equity Issuance,
including, without limitation, a description of such Equity Securities, the
price per share or per unit of such Equity Securities in such Equity Issuance,
and all other rights and obligations granted to and imposed upon any purchaser
or recipient of such Equity Securities. Such notice shall also be accompanied by
all documentation used or delivered in connection with such Equity Issuance.
3. Election to Adjust. Upon each Equity Issuance, each Warrantholder shall have
the right to elect, in its sole discretion, upon written notice provided to the
Company within forty-five (45) days following such Warrantholder's receipt of
the Company's notice described in Section 2 above, to have the Warrant held by
such Warrantholder adjusted to become exercisable for the same Equity Securities
issued in such Equity Issuance. If so adjusted, the Warrant shall become
exercisable to purchase such shares or units of Equity Securities at the same
per share or per unit price used in or applicable to such Equity Issuance (the
"New Per Share Price"), and the total number of such shares or units purchasable
under such Warrant shall equal the total exercise price of such Warrant divided
by the New Per Share Price. Upon such an adjustment, such Warrantholder shall
also be entitled to receive and shall be subject to, upon exercise of the
Warrant, any of the other rights and/or obligations granted to, or imposed upon
purchases or recipients of such shares or units in such Equity Issuance.
4. Issuance of Adjusted Warrant. If the Warrantholder elects to adjust the terms
of the Warrant pursuant to Section 1 hereof, within thirty (30) days of receipt
of written notice by the Company, the Company shall issue a new Warrant with the
terms so adjusted.
5. Expiration. This Agreement shall expire on the Expiration Date, as defined in
Section 2 above, and as of and after that date, shall be of no further force and
effect.
6. No Impairment of Rights. The Company will not by amendment of its Articles of
Incorporation or Bylaws or through any other means, avoid or seek to avoid the
observance or performance of any of the terms of this Agreement, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be or appropriate in order to protect the
rights of the holder of the Warrant under this Agreement from impairment.
7. Binding Effect on Successors. This Agreement shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company relating to Securities issuable upon the exercise or conversion of
the Warrant shall survive the termination of this Agreement.
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<PAGE>
8. Governing Law. This Agreement shall be governed by, and construed under, the
laws of the State of Oregon as applied to agreements among Oregon residents
entered into and to be performed entirely within Oregon.
9. Modification and Waiver. This Agreement and any provision hereof may be
changed, waived, discharged or terminated only if expressly set forth in an
instrument in writing signed by the Company and the Warrantholder.
10. Notices. Unless otherwise provided any notice required or permitted herein
shall be given in writing and shall be deemed effectively given upon personal
delivery or fax to the party to be notified or three (3) days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or such other address as such party may
designate by 10 days advance written notice to the other party.
11. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
CLAREMONT TECHNOLOGY GROUP, INC.
By: -----------------------------------------
Paul J. Cosgrave
Chairman and Chief Executive Officer
By: -----------------------------------------
Terry D. Murphy
Secretary
Address: ------------------------------------
------------------------------------
------------------------------------
DLJ CAPITAL CORPORATION
3000 Sand Hill Road
Bldg. 4, Suite 270
Menlo Park, CA 94025
Attn.: Keith B. Geeslin
By: ---------------------------------
-4-
<PAGE>
Exhibit 3
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND AS SUCH
MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED
EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH
WARRANT OR SECURITIES, OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144
PROMULGATED UNDER THE ACT OR UNLESS THE COMPANY SHALL RECEIVE AN OPINION FROM
COUNSEL TO HOLDER, REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED.
CLAREMONT TECHNOLOGY GROUP, INC.
Common Stock Purchase Warrant
May 20, 1996
THIS CERTIFIES THAT, for value received, DLJ Capital Corporation (the "Holder")
is entitled to purchase shares (the "Shares") of Common Stock of Claremont
Technology Group, Inc., an Oregon corporation (the "Company"), at a price per
share of $10.33 (such price and such other price as shall result, from time to
time, from adjustments specified below is referred to herein as the "Warrant
Price"), subject to the provisions and upon the terms and conditions hereinafter
set forth. As used herein, the term "Common Stock" shall mean the Company's duly
authorized Common Stock, no par value, and the term "Grant Date" shall mean the
date set forth above.
1. Term. Subject to the terms hereof, the purchase rights represented by this
Warrant are exercisable, in whole or in part, at any time and from time to time,
until the five (5) year anniversary after the Grant Date.
2. Number of Shares. Subject to the terms and conditions hereinafter set forth,
the Holder is entitled to purchase up to Four Hundred Thousand (400,000) shares
of Common Stock of the Company.
3. Method of Exercise; Net Issue Exercise.
a. Method of Exercise; Payment; Issuance of New Warrant. The purchase right
represented by the Warrant may be exercised by the Holder, in whole or in part,
at any time or from time to time, at the election of the Holder, by the
surrender of this Warrant (with the notice of exercise form attached hereto as
Exhibit A duly executed) at the principal office of the Company and by the
payment to the Company, by cash, check or wire transfer, of an amount equal to
the then applicable Warrant Price per share multiplied by the number of Shares
then being purchased.
<PAGE>
b. Net Issue Exercise. In lieu of exercising this Warrant under Section 3(a)
above, the Holder may elect to receive shares equal to the value of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company, together with notice of such election, in which
event the Company shall issue to the Holder a number of Shares computed using
the following formula:
X= Y(A-B)
- ---------
A
Where: X= The number of Shares to be issued to the Holder
Y= the number of Shares to be exercised under this
Warrant at the time of such exercise (which number
shall not exceed the total number of Shares
exercisable under this Warrant at the time of such
tender.)
A= the fair market value of one share of Common Stock at
the time of such exercise.
B= the per share Warrant Price (as adjusted through the
date of such exercise.)
For purposes of this Paragraph 3(b), the fair market value of the Common Stock
shall be determined as follows:
(i) if the exercise is in connection with an initial public offering of the
Company's Common Stock, and if the Company's registration statement relating to
such public offering has been declared effective by the Securities and Exchange
Commission ("SEC"), then the fair market value per share shall be the initial
"Price to Public" specified in the final prospects with respect to the offering,
or:
(ii) if this Warrant is exercised after, and not in connection with, the
Company's initial public offering, and:
(a) if traded on a securities exchange, the fair market value shall be the
average of the closing prices over the ten (10) day trading period immediately
preceding three days before the day the current fair market value of the
securities is being determined; or
(b) if actively traded over-the-counter, the fair market value shall be deemed
to be the average of the closing bid and asked prices quoted on the Nasdaq
system (or similar system) over the ten (10) day trading period immediately
preceding three days before the day the current fair market value of the
securities is being determined.
The person or persons in whose name(s) any certificate(s) representing Shares
shall be issuable upon exercise of this Warrant shall be deemed to have become
the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the shares represented thereby (and such shares shall be
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<PAGE>
deemed to have been issued) immediately prior to the close of business on the
date or dates upon which this Warrant is exercised. In the event of any exercise
of the rights represented by this Warrant certificates for the shares of stock
so purchased shall be delivered to the Holder as soon as possible and in any
event within fifteen (15) days of receipt of such exercise and, unless this
Warrant has been fully exercised or expired, a new Warrant representing the
portion of the Shares, if any, with respect to which this Warrant shall not then
have been exercised shall also be issued to the Holder as soon as possible and
in any event within such fifteen (15) day period.
4. Stock Fully Paid; Reservation of Shares. All Shares that may be issued upon
the exercise of the rights represented by this Warrant will, upon issuance, be
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the issue thereof. During the period within which the rights
represented by the Warrant may be exercised, the Company will at all times have
authorized and reserved for the purpose of issuance upon exercise of the
purchase rights evidenced by this Warrant, a sufficient number of Shares to
provide for the exercise of the rights represented by this Warrant.
5. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities purchasable upon the exercise of the Warrant and the Warrant Price
shall be subject to adjustment from time to time upon the occurrence of certain
events as follows:
a. Reclassification or Merger. In case of any recapitalization,
reclassification, change or conversion of Common stock issuable upon exercise of
this Warrant (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination), or in case of any merger of the Company with or into another
corporation (other than a merger with another corporation in which the Company
is the continuing and surviving corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant), or in case of any sale of all or substantially all of the assets
of the Company, the Company, or such successor or purchasing corporation, as the
case may be, shall execute a new Warrant (in form and substance satisfactory to
the Holder) providing that the Holder shall have the right to exercise such new
Warrant and upon such exercise to receive, in lieu of each share of Common Stock
theretofore issuable upon exercise of this Warrant, the kind and amount of
shares of stock, other securities, money and property receivable upon such
reclassification, change or merger by a holder of one share of Common Stock.
Such new Warrant shall provide for adjustments that shall be as nearly
equivalent as may be practicable to the adjustments provided for in this
Paragraph 5. The provisions of this subparagraph 5(a) shall similarly apply to
successive reclassification, changes, mergers and transfers.
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<PAGE>
b. Subdivision or Combination of Shares. If the Company at any time while this
Warrant remains outstanding and unexpired shall subdivide or combine its Common
Stock, the Warrant Price and the number of shares of Common Stock issuable upon
exercise hereof shall be proportionately adjusted such that the aggregate
exercise price of this Warrant shall at all time remain equal.
c. Stock Dividends. If the Company at any time while this Warrant is outstanding
and unexpired shall pay a dividend payable in shares of Common Stock (except any
distribution specifically provided for in the foregoing subparagraphs 5(a) and
5(b), then (i) the Warrant Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend or distribution,
to that price determined by multiplying the Warrant Price in effect immediately
prior to such date of determination by a fraction (x) the numerator of which
shall be the total number of shares of Common Stock outstanding immediately
prior to such dividend or distribution, and (y) the denominator of which shall
be the total number of shares of Common Stock outstanding immediately after such
dividend or distribution and (ii) the number of shares of Common Stock subject
to this Warrant shall be proportionately adjusted.
d. No Impairment. The Company will not, by amendment of its Articles of
Incorporation or through any reorganization, recapitalization, transfer or
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by the Company, but will
at all times in good faith assist in the carrying out of all the provisions of
this Paragraph 5 and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder as the holder of this
Warrant against impairment.
e. Notices of Significant Events. At any time while this Warrant is outstanding
and unexpired, in the event the Company undertakes the payment of any dividend
or other distribution or a merger or consolidation of the Company with or into
any other corporation, or any proposed sale, lease or conveyance of all or
substantially all of the assets of the Company, or any proposed liquidation,
dissolution or winding up of the Company, or any proposed amendment to the
Company's Articles of Incorporation, or any public offering of its Common Stock
excluding the proposed initial public offering of its common stock that is being
prepared as of the date hereof, the Company shall mail to the Holder, at least
twenty (20) days prior to the date of consummating such event, a notice
specifying the event and the date on which such event is then proposed to be
consummated, and before which it will not be consummated.
6. Adjustments. Whenever, while this Warrant is outstanding and unexpired, the
Warrant Price shall be adjusted pursuant to the provisions hereof, the Company
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<PAGE>
shall within thirty (30) days of such adjustment deliver a certificate signed by
its chief financial officer to the Holder as the registered holder hereof
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated,
and the Warrant Price after giving effect to such adjustment.
7. Fractional Shares. No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares,
the Company shall make a cash payment therefor upon the basis of the Warrant
Price then in effect.
8. Transfers. This Warrant, and all rights herein, are transferable in whole or
in part by the Holder and by any transferee thereof upon written notice to the
Company, provided that such transfer shall be in compliance with all applicable
federal and state securities laws. Any such transferee shall be deemed a
"Holder" under this Warrant.
9. Rights as Shareholder. The Holder, as the holder of the Warrant, shall not be
entitled to vote or receive dividends and shall not be deemed the holder of
Common Stock, nor shall anything contained herein be construed to confer upon
the Holder as the holder of this Warrant, any of the rights of a shareholder of
the Company or any right to vote of the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided herein.
10. Representations and Warranties of the Company. The Company hereby represents
and warrants to the Holder as follows:
a. The Company is a corporation duty organized and active under the laws of the
State of Oregon and has all requisite corporate power and authority to carry on
its business as now conducted.
b. This Warrant has been duly authorized by all necessary corporate action by
the Company and has been duly executed by the Company, and this Warrant
represents the valid and binding obligation of the Company enforceable in
accordance with the terms set forth herein, except as may be limited by
bankruptcy or other similar laws related to creditors' rights or equitable
remedies.
c. The Shares purchasable upon the exercise hereof have been duly authorized and
reserved for issuance by the Company and when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable and will be
issued in compliance with all applicable federal and state securities laws.
-5-
<PAGE>
d. The execution and delivery of this Warrant does not, and the issuance of the
shares of Common Stock upon exercise of this Warrant in accordance with the
terms hereof will not violate or be inconsistent with, the Company's Articles of
Incorporation and the Company's Bylaws, does not and will not contravene any
law, governmental rule or regulation, judgment or order currently applicable to
the Company, and does not and will not contravene any provision of, or
constitute a default under, any indenture, mortgage, contract, or other
instrument of which the Company is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration with or
the taking of any action in respect of or by, any federal, state or local
governmental authority or agency or other person.
11. Representations and Warranties of Holder. The Holder hereby represents and
warrants to the Company the following:
a. The Holder is aware of the Company's business affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed knowledgeable decision to acquire this Warrant and the Shares issuable
upon exercise of this Warrant. The Holder is acquiring this Warrant and the
Shares issuable upon exercise of this Warrant for its own account for investment
purposes only and not with a view to any "distribution" thereof that would not
otherwise be in compliance with the Act.
b. The Holder understands that neither this Warrant nor the Shares have been
registered under the Act in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of the Holder's
investment intent as expressed herein.
c. The Holder understands that this Warrant and the Shares issuable upon the
exercise of this Warrant must be held indefinitely unless subsequently
registered under the Act and any applicable state securities laws, or unless
exemptions from registration are otherwise available.
d. The Holder is aware of the provisions of Rule 144, promulgated under the Act,
which, in substance, permits limited public resale of "restricted securities"
acquired, directly or indirectly, from the issuer thereof (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of certain
conditions.
e. Holder is an accredited investor, as that term is defined in Rule 501(a)
promulgated under the Act. With respect to any offer, sale or other disposition
of this Warrant or any Shares acquired pursuant to the exercise of this Warrant
prior to registration of such Warrant or Shares, the Holder hereof and each
subsequent holder of this Warrant agrees to (i) give written notice to the
Company prior thereto, describing the manner thereof and (ii) if requested by
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<PAGE>
the Company, an opinion of counsel, reasonably satisfactory to the Company,
confirming that such offer, sale or other disposition may be effected without
registration or qualification under the Act as then in effect or any federal or
state law then in effect.
12. Registration Rights. The Holder shall have the following registration
rights:
a. Definitions. For purposes of this Section 12, (i) the term "Registrable
Securities" means (x) the Shares, and (y) any Common Stock issued as a dividend
or other distribution with respect to, or in exchange for or in replacement of,
such Shares or any Common Stock issuable upon exercise, conversion or exchange
of the Shares or any other securities issuable upon exercise hereof, and (ii)
the term "Holder" shall mean all persons or entities owning or having the right
to acquire Registrable Securities or any assignee thereof.
b. Request for Registration
(i) If the Company shall receive at any time after the earlier of (x) the second
anniversary after the Grant Date, or (y) 180 days after the effective date of
the first registration statement for a public offering of securities of the
Company (other than a registration statement relating either to the sale of
securities to employees of the Company pursuant to a stock option, stock
purchase or similar plan or an SEC Rule 145 transaction), a written request from
the Holder that the Company file a registration statement under the Act covering
the registration of an aggregate of at least 100,000 shares of the Registrable
Securities then outstanding then the Company shall effect as soon as
practicable, and in any event within 60 days of the receipt of such request, the
registration under the Act of all Registrable Securities which the Holder
requests to be registered, subject to the limitations of subsection (b)(ii)
below.
(ii) If the Holder intends to distribute the Registrable Securities, covered by
its request by means of an underwriting, it shall so advise the Company as a
part of its request made pursuant to subsection (b)(i) above. The underwriter or
underwriters will be selected by the Company and shall be reasonably acceptable
to the Holder. In such event, the right of the Holder to include its Registrable
Securities in such registration shall be conditioned upon the Holder's
participation in such underwriting and the inclusion of the Holder's Registrable
Securities in the underwriting to the extent provided herein. The Holder shall
(together with the Company) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Section 12(b), if the underwriter
advises the Holder in writing that marketing factors require a limitation of the
number of shares to be underwritten, then the number of shares of Registrable
Securities that may be included in the underwriting shall be reduced; provided,
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<PAGE>
however, that the number of shares of Registrable Securities to be included in
such underwriting shall not be reduced unless all other securities are first
entirely excluded from the underwriting.
(iii) Notwithstanding the foregoing, if the Company shall furnish to the Holder
a certificate signed by the Chief Executive Officer of the Company stating that
in the good faith judgment of the Board of Directors of the Company it would be
seriously detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, the Company shall have the right to defer taking action
with respect to such filing for a period of not more than 90 days after receipt
of the request of the Holder; provided, however, that the Company may not
utilize this right more than once in any twelve-month period.
(iv) In addition, the Company shall not be obligated to effect, or to take any
action to effect, any registration pursuant to this Section 12(b):
(A) After the Company has effected two registrations pursuant to this Section
12(b) and such registrations have been declared or ordered effective; or
(B) The Company commits to initiate on its own the registration of Common Stock
to be issued by the Company under Section 12(c) below within 15 days after
receiving Holder's written request under subsection (b)(i) above ("Notice"), and
holds within thirty days of such Notice an organizational meeting for such
registration and effects such registration of all such Registrable Securities
covered by such Notice within 120 days of the Notice (a "Conversion
Registration").
c. Company Registration. If the Company proposes to register
(including for this purpose a registration effected by the Company for
shareholders other than the Holder) any of its stock or other securities under
the Act in connection with the public offering of such securities solely for
cash (other than a registration relating solely to the sale of securities to
participants in a Company stock plan), the Company shall, at such time, promptly
give the Holder written notice of such registration. Upon the written request of
the Holder given within twenty (20) days after mailing of such notice by the
Company in accordance with Section 14 hereof, the Company shall, subject to the
provisions of Section 12(h), cause to be registered under the Act all of the
Registrable Securities that the Holder has requested to be registered.
Notwithstanding the foregoing, the Holder waives its notice and registration
rights under this subsection (c) with respect to the proposed initial public
offering of the Company's Common Stock that is being prepared as of the date
hereof.
d. Obligations of the Company. Whenever required under this Section 12 to effect
the registration of any Registrable Securities, the Company shall, as
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expeditiously as reasonably possible:
(i) Prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its good faith efforts to cause such registration
statement to become effective, and upon the request of the Holder, keep such
registration statement effective for a period of up to one hundred twenty (120)
days.
(ii) Prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.
(iii) Furnish to the Holder such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as it may reasonably request in order to facilitate the
disposition of Registrable Securities owned by it.
(iv) Use its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such U.S.
jurisdictions as shall be reasonably requested by the Holder; provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions, unless the Company is already subject to
service in such jurisdiction and except as may be required by the Act.
(v) In the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering. The Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement.
(vi) Notify the Holder at any time when a prospectus is required to be delivered
under the Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing.
(vii) Cause all such Registrable Securities registered pursuant thereunder to be
listed on each securities exchange on which similar securities issued by the
Company are then listed.
(viii) Provide a transfer agent and registrar for all Registrable Securities
registered pursuant hereunder and a CUSIP number for all such Registrable
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Securities, in each case not later than the effective date of such registration.
(ix) Furnish, at the request of the Holder requesting registration of
Registrable Securities pursuant to this Section 12, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 12, if such securities are being
sold through underwriters, or if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (x) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities, and (y) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holder.
e. Furnish Information. It shall be a condition precedent to the obligations of
the Company to take any action pursuant to this Section 12 with respect to the
Registrable Securities that the Holder shall furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as shall be reasonably
required to effect the registration of the Holder's Registrable Securities.
f. Expenses of Demand Registration. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 12(b), including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holder shall be borne by the
Company if such counsel is the same as counsel for the Company; provided,
however, that the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Section 12(b) if the registration
request is subsequently withdrawn at the request Of the Holder (in which case
Holder shall bear such expenses), unless the Holder agrees to forfeit its right
to one demand registration pursuant to Section 12(b); provided further, however,
that if at the time of such withdrawal, the Holder has learned of a material
adverse change in the condition, business, or prospects of the Company from that
known to the Holder at the time of its request and has withdrawn the request
with reasonable promptness following disclosure by the Company of such material
adverse change, then the Holder shall not be required to pay any of such
expenses and shall retain its rights pursuant to Section 12(b).
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g. Expenses of Company Registration. The Company shall bear and pay all expenses
incurred in connection with any registration, filing, or qualification of
Registrable Securities with respect to the registrations pursuant to Section
12(c) for the Holder, including (without limitation) all registration, filing,
and qualification fees, printers and accounting fees relating or apportionable
thereto and the fees and disbursements of one counsel for the selling Holder
provided such counsel is the same as counsel for the Company, but excluding any
underwriting discounts and commissions relating to Registrable Securities.
h. Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company's capital stock, the Company shall not be
required under Section 12(b) to include any of the Holder's Registrable
Securities in such underwriting unless such Holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
the Company (or by other persons entitled to select the underwriters), and then
only in such quantity as the underwriters determine in their sole discretion
will not jeopardize the success of the offering by the Company. If the total
amount of securities, including Registrable Securities, requested by
shareholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein
owned by each selling shareholder or in such other proportions as shall mutually
be agreed to by such selling shareholders), provided further, that in a
Conversion Registration if such reduction on the basis of underwriters'
determination does take place and has the effect of reducing the total number of
shares sold by Holder below the number as to which a request for registration
was tendered under Section 12(b)(i) hereof, the inclusion of Holder's shares in
the Company registration shall not count as one of the two registrations allowed
under Section 12(b)(iv)(A) hereof.
i. Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 12:
(i) To the extent permitted by law, the Company will indemnify and hold harmless
the Holder, any underwriter (as defined in the Act) for the Holder and each
person, if any, who controls the Holder or underwriter within the meaning of the
Act or the Securities Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Act, or the 1934 Act or other federal or state law, or
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any rule or regulation promulgated under the Act, or under the 1934 Act or any
state security law, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (A) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (B) the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading, or (C) any violation
or alleged violation by the Company of the Act, the 1934 Act, any state
securities law or any rule or regulation promulgated under the Act, or the 1934
Act or any state securities law; and the Company will pay to the Holder,
underwriter or controlling person, as incurred, any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability, or action; provided, however, that the
indemnity agreement contained in this subsection i(i) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation with occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by the Holder, underwriter or controlling person, nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
Violation arising from a preliminary Prospectus which the Holder delivered to
the person alleging such loss, claim, damage, liability or action if the Holder
failed to deliver a copy of the final Prospectus as amended or supplemented if
it is amended or supplemented to correct such misstatement or omission, to such
person at or prior to the written confirmation of the sale to such person.
(ii) To the extent permitted by law, the Holder will indemnify and hold harmless
the Company, each of its directors, each of its officers who has signed the
registration statement, each person, if any, who controls the Company within the
meaning of the Act, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder, against any losses, claims, damages, or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Act, or the 1934 Act or other federal or state law, or any rule or regulation
promulgated under the Act, or under the 1934 Act or any federal or state law, or
any rule or regulation promulgated under the Act or any state securities law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
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extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished by the Holder expressly for use
in connection with such registration; and the Holder will pay, as incurred, any
legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this subsection i(ii), in connection with investigating
or defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this subsection i(ii) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld; provided, that, in no
event shall any indemnity under this subsection i(ii) exceed the gross proceeds
from the offering received by such Holder.
(iii) Promptly after receipt by an indemnified party under this Section 12(i) of
notice of commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 12(i), deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party; provided, however, that an
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party if representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such an action, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 12(i), but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 12(i).
(iv) If the indemnification provided for in this Section 12(i) is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
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with the statements or omissions that resulted in such loss, liability, claim,
damage or expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.
(v) Notwithstanding the foregoing, to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with
the foregoing provisions, the provisions in the underwriting agreement shall
control.
(vi) The obligations of the Company and the Holder under this Section 12(i)
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Section 12, and otherwise.
j. Reports Under Securities Exchange Act of 1934. With a view to making
available to the Holder benefits of Rule 144 promulgated under the Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration, the Company agrees
to:
(i) make and keep public information available, as those terms are understood
and defined in SEC rule 144, at all times after ninety (90) days after the
effective date of the first registration statement filed by the Company for the
offering of its securities to the general public;
(ii) take such action, including the voluntary registration of its Common Stock
under Section 12 of the 1934 Act, as is necessary to enable the Holder to
utilize Form S-3 for the sale of its Registrable Securities, such action to be
taken as soon as practicable after the end of the fiscal year in which the first
registration statement filed by the Company for the offering of its securities
to the general public is declared effective;
(iii) file with the SEC in a timely manner all reports and other documents
required of the Company under the Act and the 1934 Act; and
(iv) furnish to the Holder, so long as the Holder owns any Registrable
Securities, forthwith upon request (A) a written statement by the Company that
it has complied with the reporting requirements of SEC rule 144 (at any time
after ninety (90) days after the effective date of the first registration
statement filed by the Company), the Act and the 1934 Act (at any time
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after it has become subject to such reporting requirements), (B) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (C) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.
k. Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 12 may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
such securities provided: (i) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned, (ii) such transferee or assignee agrees
in writing to be bound by and subject to the terms and conditions of this
Section 12, including, without limitation, the provision of Section 12(l) below;
(iii) such assignment shall be effective only if immediately following such
transfer the further disposition of such securities by the transferee or
assignee is restricted under the Act; and (iv) such assignment or transfer is of
a Warrant that is exercisable for a minimum of 50,000 Shares, or of at least
50,000 Shares (each adjusted to reflect subsequent stock dividends, stock
splits, conversions or recapitalizations).
l. "Market Stand Off" Agreement. Holder hereby agrees that, during the period of
duration specified by the Company and an underwriter of Common Stock or other
securities of the Company, following the effective date of a registration
statement of the Company filed under the Act, it shall not, to the extent
requested by the Company and such underwriter, directly or indirectly sell,
offer to sell, contract to sell (including, without limitation, any short sale),
grant any option to purchase or otherwise transfer or dispose of (other than to
donees who agree to be similarly bound) any securities of the Company held by it
at any time during such period except common stock included in such
registration; provided, however, that:
(i) all officers and directors of the Company and all other persons with
registration rights (whether or not pursuant to this Agreement) enter into
similar agreements; and
(ii) such market stand-off time period shall not exceed 180 days.
In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities.
13. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only if expressly set forth in an
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instrument in writing signed by the Company and the Holder.
14. Notices. Unless otherwise provided, any notice required or permitted herein
shall be given in writing and shall be deemed effectively given upon personal
delivery or fax to the party to be notified or three (3) days after deposit with
the United States Post Office, by registered or certified mail, postage prepaid
and addressed to the party to be notified at the address indicated for such
party on the signature page hereof, or such other address as such party may
designate by 10 days advance written notice to the other party.
15. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company concerning registration rights or otherwise relating to the Common
Stock or other securities issuable upon the exercise of this Warrant shall
survive the exercise and termination of this Warrant, and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the holder hereof, subject to the limitations on transfer of
registration rights contained in Section 12(k). The Company will, at the time of
the exercise of this Warrant, in whole or in part, upon request of the holder
hereof but at the Company's expense, acknowledge in writing its continuing
obligation to the holder hereof in respect of any rights to which the holder
hereof shall continue to be entitled after such exercise in accordance with this
Warrant; provided, that the figure of the holder hereof to make any such request
shall not affect the continuing obligation of the Company to the holder hereof
in respect of such rights.
16. Lost Warrants or Stock Certificates. The Company covenants to the holder
hereof that upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction, or mutilation of this Warrant or any stock
certificate and in the case of any such loss, theft or destruction, upon receipt
of an indemnity reasonably satisfactory to the Company, or in the case of any
such mutilation upon surrender and cancellation of such Warrant or stock
certificate, the Company will make and deliver a new Warrant or stock
certificate, of like tenor, in lieu of the lost, stolen, destroyed, or mutilated
Warrant or stock certificate.
17. Descriptive Headings. The descriptive headings of the several paragraphs of
this Warrant are inserted for convenience only and do not constitute a part of
this Warrant.
18. Governing Law. This Warrant shall be governed by, and construed under, the
laws of the State of Oregon as applied to agreements among Oregon residents
entered into and to be performed entirely within Oregon.
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IN WITNESS WHEREOF, the Company has caused this warrant to be executed effective
as of the date first above written.
CLAREMONT TECHNOLOGY GROUP, INC.
By: /s/ Paul J. Cosgrave
-----------------------------
Paul J. Cosgrave
Chairman and Chief Executive Officer
By: /s/ Terry D. Murphy
-----------------------------
Terry D. Murphy
Secretary
Address: 1600 N.W. Compton Drive
Suite 210
Beaverton, Oregon 97006
DLJ Capital Corporation
3000 Sand Hill Road
Bldg 4, Suite 270
Menlo Park, CA 94025
Attn: Keith B. Geeslin
By: /s/ Keith B. Geeslin
-----------------------------
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EXHIBIT A
NOTICE OF EXERCISE
To: Claremont Technology Group, Inc.
================================
Attn: --------------------------------
1. The undersigned hereby elects to purchase ___ shares of Common Stock of
Claremont Technology Group, Inc. pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name or names as are specified below.
Name:
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Address: -----------------
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