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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
INDIGO N.V.
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(Name of Issuer)
Common shares, par value 0.04 Dutch guilders per share
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(Title of Class of Securities)
N44495104
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(CUSIP Number)
Charles N. Charnas
Assistant Secretary and Senior Managing Counsel
Hewlett-Packard Company
3000 Hanover Street, MS20-BQ
Palo Alto, California 94304
Telephone: (650) 857-1501
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Kenton J. King
Skadden, Arps, Slate, Meagher, & Flom LLP
525 University Ave
Palo Alto, California 94301
Telephone: (650) 470-4500
October 17, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for
other parties to whom copies are sent.
Page 1 of 11
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CUSIP NO. N44495104 13D PAGE 2 OF 11 PAGES
---------------------- ----------------------------
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1 NAME OF REPORTING PERSON HEWLETT-PACKARD COMPANY
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0-
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 26,814,814 Common Shares
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,814,814 Common Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,814,814 Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24%
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14 TYPE OF REPORTING PERSON
CO
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* Source of Funds is the Working Capital of Hewlett-Packard Europe B.V.
Page 2 of 11
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CUSIP NO. N44495104 13D PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSON HEWLETT-PACKARD EUROPE B.V.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0-
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 26,814,814 Common Shares
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0-
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,814,814 Common Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,814,814 Common Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24%
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14 TYPE OF REPORTING PERSON
CO
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Page 3 of 11
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (the "Schedule 13D") relates to
14,814,814 common shares, par value 0.04 Dutch guilders per share (the "Common
Shares"), of Indigo N.V. (the "Company") purchased by Hewlett-Packard Europe
B.V., a corporation organized under the laws of The Netherlands ("Purchaser")
and a warrant to purchase 12,000,000 Common Shares (the "Performance Warrant")
granted by the Company to Purchaser. The Company is a corporation organized
under the laws of The Netherlands, and its principal executive offices are
located at 5 Limburglaan, 6221 SH Maastricht, The Netherlands.
Information set forth in the Exhibits attached hereto is hereby
expressly incorporated herein by reference and the response to each item of
this Schedule 13D is qualified in its entirety by the provisions of such
Exhibits.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed on behalf of Hewlett-Packard Company, a
Delaware corporation ("Hewlett-Packard"), and Purchaser (together with
Hewlett-Packard, the "Reporting Persons"). Purchaser is an indirect subsidiary
of Hewlett-Packard. The Reporting Persons are making this joint filing because
they may be deemed to constitute a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"),
although neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that such a group exists.
(b) The principal executive offices of Hewlett-Packard are located at 3000
Hanover Street, Palo Alto, California 94304. The principal executive offices of
Purchaser are located at Startbaan 16, 1187 XR Amstelveen, The Netherlands.
The name, business address, citizenship, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, of each executive
officer and director of Hewlett-Packard and Purchaser are set forth on Schedules
A and B, respectively, to this Schedule 13D.
(c) Hewlett-Packard - a leading global provider of computing and imaging
solutions and services - is focused on making technology and its benefits
accessible to individuals and businesses through simple appliances, useful
e-services and an Internet infrastructure that is always on. Hewlett-Packard's
major businesses include Imaging and Printing Systems, Computing Systems and
Information Technology Services ("IT Services"):
Imaging and Printing Systems provides laser and inkjet printers
(both monochrome and color), mopiers, scanners, all-in-one devices,
personal color copiers and faxes, digital senders, wide- and large-
format printers, print servers, network-management software,
networking solutions, digital photography products, imaging and
printing supplies, imaging and software solutions, and
Page 4 of 11
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related professional and consulting services.
Computing Systems provides a broad range of computing systems for
the enterprise, commercial and consumer markets. The products and
solutions range from mission-critical systems and software to
personal computers for the business and home. Major product lines
include UNIX(registered trademark) and PC servers, desktop and
mobile personal computers, workstations, software solutions and
storage solutions.
IT Services provides consulting, education, design and installation
services, ongoing support and maintenance, proactive services like
mission-critical support, outsourcing and utility-computing
capabilities. Financing capabilities include leasing, automatic
technology-refreshment services, solution financing and venture
financing.
(d) During the last five years none of the Reporting Persons or, to the
best of their knowledge, any of (1) the Reporting Persons' subsidiaries,
executive officers, directors; (2) the executive officers and directors of
any person controlled by such Reporting Persons; or (3) the directors and
executive officers of any person ultimately in control of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years none of the Reporting Persons or, to the
best of their knowledge, any of (1) the Reporting Persons' subsidiaries,
executive officers or directors; (2) the executive officers and directors of any
person controlled by such Reporting Persons; or (3) the directors and executive
officers of any person ultimately in control of the Reporting Persons was 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, Federal or State securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate amount of funds and other consideration required to
purchase the 14,814,814 Common Shares acquired by Purchaser (the "Purchased
Shares") and the Performance Warrant was $99,999,994.50 in cash and the entry
of Purchaser with the Company into certain transactions summarized below.
Pursuant to the Stock Purchase Agreement, dated September 13, 2000,
between Purchaser and the Company, a copy of which is attached hereto as Exhibit
1, Purchaser acquired (1) the Purchased Shares and (2) the Performance Warrant,
a copy of which is attached hereto as Exhibit 2 (together with the Purchased
Shares, the "Securities"). The Performance Warrant entitles Hewlett-Packard to
purchase up to 12,000,000 Common Shares at an exercise price of $6.75 per share
(the "Warrant Shares"). The Performance Warrant will be exercisable and vest as
to 2,000,000 Warrant Shares for each $100 million of cash revenues generated and
paid by Hewlett-Packard or any subsidiary of Hewlett-Packard to the Company
during the six-year
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period beginning October 17, 2000. The cash paid by Purchaser to the Company
pursuant to the Stock Purchase Agreement and the arrangements entered into by
Hewlett-Packard pursuant to the OEM Agreement and the Co-Development Agreement
(each as described below in Item 6) were the consideration for the Purchased
Shares and the Performance Warrant.
The funds used to purchase the Securities were obtained from working
capital of Purchaser.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transactions described in this Schedule 13D was to
effect a minority equity investment by the Reporting Persons in the Company in
connection with the entry into a commercial relationship between Hewlett-Packard
and the Company providing for (1) Hewlett-Packard's sale of certain of the
Company's digital color printing products on an OEM basis and (2) the
co-development by Hewlett-Packard and the Company of future products.
The Securities are subject to a Registration Rights Agreement, dated
as of October 17, 2000, by and between Purchaser and the Company, a copy of
which is attached as Exhibit 3 and incorporated herein by reference. The
Registration Rights Agreement provides Purchaser with customary demand and
piggyback registration rights in respect of the Purchased Securities.
Pursuant to the terms of a Shareholders' Agreement, dated September
13, 2000, by and among Gemini Systems Corporation, N.V., Toscal N.V., OZF LTD,
Visionvest Corporation N.V., Walthroup Corporation N.V., S-C Indigo CV
(collectively, the "Major Shareholders"), Purchaser, Hewlett-Packard and the
Company, a copy of which is attached hereto as Exhibit 4, until October 17,
2001, none of the Common Shares owned by Purchaser (the "Covered Shares") may be
transferred, directly or indirectly, to any person other than an affiliate of
Purchaser. After October 17, 2001, the Common Shares owned by Purchaser may be
transferred pursuant to (1) a registration statement filed under the Securities
Act of 1933 (the "Securities Act") with the Securities Exchange Commission (the
"SEC") or similar authority outside the United States, (2) Rule 144 promulgated
under the Securities Act, and (3) any other exemption from registration under
the Securities Act.
Under the Shareholders' Agreement, the Company and the Major
Shareholders have a right of first refusal with respect to certain sales by
Purchaser of any Covered Shares occurring after October 17, 2001 but on or
before October 17, 2002. In addition, the Company and the Major Shareholders
have a right of first offer with respect to the sale by Purchaser of Covered
Shares, occurring after October 17, 2001 but on or before October 17, 2002 in
any underwritten offering pursuant to a registration statement filed under the
Securities Act or in a broker-intermediated transaction in which no ultimate
purchaser acquires more than two percent of the Common Shares outstanding at the
time of the sale.
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The Shareholders' Agreement also provides Purchaser a right of first
refusal. Until the earlier of October 17, 2003 or Hewlett-Packard's failure to
make certain payments to the Company under the Co-Development Agreement, if the
Company or the Major Shareholders propose to enter into any agreement or
arrangement with a third party, including without limitation issuing any
securities of the Company senior to the Common Shares, that would prevent
Purchaser from purchasing all or substantially all of the assets or all or
substantially all of the outstanding capital stock of the Company, then
Purchaser shall have the right to enter into a transaction with the Company or
the Major Shareholders, as the case may be, on the same terms proposed with the
third party.
The Shareholders' Agreement provides that, after October 17, 2002, if
Major Shareholders propose to transfer their Common Shares to a person who is
not an affiliate of them, then Purchaser may sell Covered Shares, on a pro rata
basis, to such person on the same terms and conditions as the transferring
shareholder. Such right does not apply to any offering of Common Shares by a
Major Shareholder (i) pursuant to a registration statement filed with the SEC or
any similar authority outside the United Sates, or (ii) pursuant to Rule 144
promulgated under the Securities Act whereby no ultimate purchase will acquire
more than two percent of the aggregate common stock of the Company then
outstanding.
The Shareholders' Agreement provides that, after October 17, 2004,
subject to exceptions and limitations, if Major Shareholders holding a majority
of the Common Shares and options, warrants, preferred stock, and other rights to
purchase or convert into Common Shares held by all of the Major Shareholders,
desire to sell their Common Shares to a third party, such shareholders may
require Purchaser to transfer all of its Covered Shares and options, warrants,
preferred stock and other rights to purchase or convert into Common Shares to
the third party transferee for the same consideration received by such
shareholders and on the same terms and conditions as such shareholders propose
to transfer their Common Shares or rights.
The Shareholders' Agreement requires the Company to give Purchaser
notice of its intention to issue and sell any new securities prior to October
17, 2003. Upon such notice, Purchaser can purchase a pro rata share of such
securities so as to maintain its percentage ownership interest in the Company.
New securities include, but are not limited to, any capital stock of the
Company; rights, options or warrants to purchase capital stock of the Company;
and any other securities which may be converted into capital stock of the
Company.
Purchaser and the Major Shareholders have agreed in the Shareholders'
Agreement to cause the Supervisory Board of the Company (the "Board") to
include a designee of Purchaser and designees of such shareholders, as long as
such shareholders own 62.5% of the Common Shares held by them as of October 17,
2000. Until the earlier of (1) October 17, 2005 and (2) such time when the LFT
Shareholders (as defined below), in the aggregate, cease to own at least 62.5%
of all Common Shares and common share equivalents, Purchaser and the Major
Shareholders must vote their Common Shares as directed by a majority of the
Major Shareholders with respect to any matter except a merger or consolidation
of the Company, any disposition
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<PAGE>
of assets of the Company, any change of control of the Company or any
liquidation of the Company.
Under the terms of the Shareholders' Agreement, if Purchaser transfers
Covered Shares to a party other than an affiliate, certain rights of Purchaser
will lapse, including but not limited to the right of first refusal,
anti-dilution rights and the right to designate a nominee to the Board.
Purchaser and the Major Shareholders are subject under the
Shareholders' Agreement to customary standstill provisions until October 17,
2003, with exceptions for the anti-dilution rights and the rights of first
refusal as described above in this Item 4, the Performance Warrant and the
Acquisition Warrant described in Item 5 below. Such limitations may be waived by
the Board or the Chief Executive Officer of the Company. After October 17, 2003,
Purchaser may acquire additional Common Shares only in connection with the
purchase of all the capital stock of the Company.
Pursuant to the Shareholders' Agreement, the Company cannot issue
equity or equity-related securities having rights senior to the Common Shares
without the approval of a majority of the members of the Board who are not
nominees of the group made up of the Walthroup Corporation, Gemini System
Corporation N.V., Toscal N.V., OZF Limited and Visionvest Corporation N.V. (the
"LFT Shareholders") and not nominees of the proposed purchaser of the securities
to be issued.
Subject to the foregoing, the Reporting Persons have acquired the
Securities to which this Schedule 13D relates for investment purposes based
upon their evaluations of the Company's business prospects, market
conditions, future development and other factors. Subject to the foregoing,
either Reporting Person may from time to time acquire additional Common
Shares, or sell or cause to be sold all or a portion of the Common Shares
over which the Reporting Persons exercise voting and dispositive power,
whether in open market or privately negotiated transactions or otherwise.
Except as disclosed in this Item 4, neither Hewlett-Packard nor
Purchaser have current plans or proposals which relate to or would result in any
of the events described in Items (a) through (j) of the instruction to Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own the 14,814,814 Common Shares
owned by Purchaser and 12,000,000 Warrant Shares that Purchaser has a right to
acquire through the exercise of the Performance Warrant. Accordingly, the
Reporting Persons may be deemed to be the beneficial owners of 26,814,814 Common
Shares, or 24% of the Common Shares on a fully-diluted basis. The percentage of
Common Shares outstanding reported as beneficially owned by the Reporting
Persons herein is based upon the Common Shares issued and outstanding as of
September 13, 2000, as represented by the Company in the Stock Purchase
Agreement.
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The Company granted to Purchaser a warrant to purchase 14,814,814
Common Shares (the "Acquisition Warrant"). The right to purchase such Common
Shares will vest immediately upon the acquisition of the Company by
Hewlett-Packard or any subsidiary of Hewlett-Packard. The Acquisition Warrant
is not currently exercisable, and will not be exercisable within 60 days of
October 17, 2000. Accordingly, the Reporting Persons expressly disclaim
beneficial ownership of all Common Shares underlying the Acquisition Warrant.
(b) Hewlett-Packard, as the sole indirect stockholder of Purchaser, and
Purchaser, have shared power to dispose, or direct the disposition of the
Securities and shared power to vote, or to direct the vote of the Purchased
Shares, subject to the arrangements described in Item 4 and Item 6.
(c) There have been no transactions in the Shares of the Company effected
during the past 60 days by the Reporting Persons or any person or entity
disclosed in Item 2.
(d) No other person is known by the Reporting Persons to have the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of the Securities.
(e) Not applicable.
References to, and descriptions of, the Stock Purchase Agreement, the
Performance Warrant, the Registration Rights Agreement, the Shareholders'
Agreement, and the Acquisition Warrant as set forth in this Item 5 or in Item 4
are qualified in their entirety by reference to the copies of the Stock Purchase
Agreement, the Performance Warrant, the Registration Rights Agreement, the
Shareholders' Agreement, and the Acquisition Warrant included as Exhibits 1, 2,
3, 4 and 5, respectively, to this Schedule 13D, and are incorporated in Items 4
and 5 in their entirety where such references and descriptions appear.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth, or incorporated by reference, in Items 3
through 5 is incorporated hereby by reference.
On September 13, 2000 Hewlett-Packard and the Company entered into (1)
an OEM Agreement to establish a commercial relationship to enable the sale of
certain of the Company's products by Hewlett-Packard on an OEM basis, and (2) a
Co-Development Agreement for the joint development of future products. The
Performance Warrant vests based on payments made by Hewlett-Packard to the
Company under these agreements as described in Item 3.
Except as set forth in this Item 6, the Reporting Persons have no
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to
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the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
1. Stock Purchase Agreement, dated September 13, 2000, by and between
Hewlett-Packard Europe B.V. and Indigo N.V.
2. Performance Warrant, dated October 17, 2000, granted by Indigo N.V. to
Hewlett-Packard Europe B.V.
3. Registration Rights Agreement, dated as of October 17, 2000, by and between
Hewlett-Packard Europe B.V. and Indigo N.V.
4. Shareholders' Agreement, dated September 13, 2000, by and among Gemini
Systems Corporation, Toscal N.V., OZF LTD., Visionvest Corporation,
Walthroup Corporation, S-C Indigo CV, Hewlett-Packard Europe B.V.,
Hewlett-Packard Company and Indigo N.V.
5. Acquisition Warrant, dated October 17, 2000, granted by Indigo N.V. to
Hewlett-Packard Europe B.V.
6. Joint Filing Agreement, dated October 27, 2000, between Hewlett-Packard
Company and Hewlett-Packard Europe B.V.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 27, 2000
HEWLETT-PACKARD COMPANY
By: /s/ Charles N. Charnas
-------------------------------------------
Name: Charles N. Charnas
Title: Assistant Secretary and
Senior Managing Counsel
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.
Dated: October 27, 2000
HEWLETT-PACKARD EUROPE B.V.
By: /s/ Lawrence Tomlinson
-------------------------------------------
Name: Lawrence Tomlinson
Title: Managing Director
Page 11 of 11
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EXHIBIT INDEX
1. Stock Purchase Agreement, dated September 13, 2000, by and between
Hewlett-Packard Europe B.V. and Indigo N.V.
2. Performance Warrant, dated October 17, 2000, granted by Indigo N.V. to
Hewlett-Packard Europe B.V.
3. Registration Rights Agreement, dated as of October 17, 2000, by and between
Hewlett-Packard Europe B.V. and Indigo N.V.
4. Shareholders' Agreement, dated September 13, 2000, by and among Gemini
Systems Corporation, Toscal N.V., OZF LTD., Visionvest Corporation,
Walthroup Corporation, S-C Indigo CV, Hewlett-Packard Europe B.V.,
Hewlett-Packard Company and Indigo N.V.
5. Acquisition Warrant, dated October 17, 2000, granted by Indigo N.V. to
Hewlett-Packard Europe B.V.
6. Joint Filing Agreement, dated October 27, 2000, between Hewlett-Packard
Company and Hewlett-Packard Europe B.V.
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS
OF HEWLETT-PACKARD COMPANY
The name and present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of
Hewlett-Packard Company are set forth below. Unless otherwise indicated, each
individual's business address is the address of Hewlett-Packard Company, 3000
Hanover Street, MS20-BT, Palo Alto, California 94304, and each individual is a
United States citizen.
NAME PRESENT PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
Susan D. Bowick Vice President, Human Resources
Raymond W. Cookingham Vice President and Corporate Controller
Debra L. Dunn Vice President, Strategy and Corporate
Operations
Carleton S. Fiorina* Chairman, President and Chief Executive Officer
Ann M. Livermore President, Business Customer Organization
Carolyn M. Ticknor President, Imaging and Printing Systems and
Vice President
Robert P. Wayman* Executive Vice President, Finance and
Administration and Chief Financial Officer
Duane E. Zitzner President, Computing Systems and Vice President
Philip M. Condit* Chairman and Chief Executive Officer of The
Boeing Company, P.O. Box 3707 - M/S 10-10,
Seattle, Washington 98124-2207
Patricia C. Dunn* Chairman and Chief Executive Officer of
Barclays Global Investors, 45 Fremont Street,
San Francisco, California, 94105
Sam Ginn* Chairman of Vodafone Air Touch PLC,
1 California Street, 30th Floor, San Francisco,
California, 94111
Richard A. Hackborn* 2895 Los Altos Drive, Meridian, ID 83642
<PAGE>
Walter B. Hewlett* Independent Software Developer, 945 Addison
Avenue, Palo Alto, California, 94301
Dr. George A. Keyworth II* Chairman and Senior Fellow, The Progress and
Freedom Foundation, a public policy research
institute, 41 Avenida de las Casas, Santa Fe,
New Mexico, 87501
Robert E. Knowling, Jr.* Chairman, President and Chief Executive Officer
of Covad Communications, 2330 Central
Expressway, Santa Clara, California, 95050
Susan Packard Orr* President, the Technology Resource Assistance
Center, a provider of computer consulting and
software development services to non-profit
organizations, 610 Cowper Street, Palo Alto,
California, 94301
* Director of Hewlett-Packard Company.
<PAGE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS
OF HEWLETT-PACKARD EUROPE B.V.
The name and present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, of each executive officer and director of
Hewlett-Packard Europe B.V. are set forth below.
NAME PRESENT PRINCIPAL OCCUPATION AND
BUSINESS ADDRESS
Bernard de Valence, French citizen President, Hewlett-Packard Europe B.V.
150, route du Nant-d'Avril
1217 Meyrin 2 / Geneva
Switzerland
Robert P. Wayman, U.S. citizen Executive Vice President, Finance and
Administration and Chief Financial
Officer of Hewlett-Packard
Company, 3000 Hanover Street, Palo
Alto, California 94304 and Managing
Director of Hewlett-Packard
Europe B.V.
Evert van Hal, Dutch citizen Managing Director, Hewlett-Packard
Europe B.V.
Startbaan 16, 1187 XR Amstelveen
The Netherlands
Lawrence Tomlinson, U.S. citizen Vice President and Treasurer of
Hewlett-Packard Company, 3000 Hanover
Street, Palo Alto, California 94304
and Managing Director of
Hewlett-Packard Europe B.V.
