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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
COYOTE NETWORK SYSTEMS, INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ---------------------------------------------------------------------------
(Title of Class of Securities)
22406 P108
----------
(CUSIP Number)
Jessica Forbes, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8558
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 10, 1997
- ---------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition 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 to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
13D
CUSIP No. 22406 P108
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
ALAN J. ANDREINI
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
PF; 00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 961,860
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 145,700
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 961,860
10 SHARED DISPOSITIVE POWER
145,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,107,560
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
------------
This Statement on Schedule 13D reflects information as of April
2, 1999 and is being amended simultaneously by the filing of a Schedule 13G
pursuant to Rule 13d-1(c). Information contained in this Statement on
Schedule 13D regarding persons other than the Reporting Person is to the
best knowledge of the Reporting Person.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $1.00 per share (the "Common Stock"), of Coyote
Network Systems, Inc. (the "Issuer"). The principal executive offices of
the Issuer are located at 4360 Park Terrace Drive, Westlake Village, CA
91361.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Alan J. Andreini (the
"Reporting Person"). This Statement reflects ownership of Common Stock (i)
by the Reporting Person for his own account, (ii) by persons for whom the
Reporting Person currently exercises trading authority, and (iii) by
persons for whom the Reporting Person previously exercised trading
authority. The Reporting Person is currently authorized to exercise trading
and voting authority over the account of the Kiskiminetas Springs School
(the "School") at PaineWebber and the account of The Andreini Foundation, a
not-for-profit corporation (the "Foundation"). From April 1996 to February
22, 1999, the Reporting Person was authorized to exercise trading and
voting authority over the account of the School at Piper Jaffray Inc., and
from April 26, 1994 to December 11, 1998, the Reporting Person was
authorized to exercise trading authority over the account of Comdisco,
Inc., a Delaware corporation ("Comdisco"). In addition, from June 14, 1997
to March 10, 1999 the Reporting Person was authorized to exercise trading
authority over the account of Stephen and Lottie Cabral; from April 8, 1998
to March 10, 1999 the Reporting Person was authorized to exercise trading
authority over the account of Michael Donahue; from August 10, 1997 to
March 10, 1999 the Reporting Person was authorized to exercise trading
authority over the account of Janice Fuellhart; from June 30, 1998 to March
10, 1999 the Reporting Person was authorized to exercise trading authority
over the account of Mitchell Darren Marrow; and from December 28, 1997 to
March 10, 1999 the Reporting Person was authorized to exercise trading
authority over the account of Kendra Goldenway (each of such individuals
being referred to individually as an "Individual" and collectively as the
"Individuals"). Pursuant to the rules promulgated under the federal
securities laws the Reporting Person: (i) may be deemed to have been the
beneficial owner of the Common Stock owned by Comdisco and by each of the
Individuals during the respective periods described above because the
Reporting Person shared investment
<PAGE>
power during such respective periods in respect of the shares of Common
Stock held by Comdisco and by each Individual; (ii) may be deemed to have
been the beneficial owner of the Common Stock held by the School in its
account at Piper Jaffray Inc. during the period described above because the
Reporting Person shared investment and voting power over that account
during such period; (iii) may be deemed to be the beneficial owner of the
Common Stock held by the School in its account at PaineWebber because the
Reporting Person shares investment and voting power over that account; and
(iv) may be deemed to be the beneficial owner of the Common Stock held by
the Foundation because the Reporting Person has sole investment and voting
power in respect of such Common Stock. The cover page to this Schedule 13D
excludes shares beneficially owned by the School in its account at Piper
Jaffray Inc., Comdisco and each of the Individuals. The Reporting Person
disclaims beneficial ownership of the Common Stock reported herein, except
for the Common Stock owned by the Reporting Person for his own account.
(b)-(c) The business address and principal occupation of the
Reporting Person, and the name, principal business and address of the
employer of the Reporting Person, is as follows:
Reporting Person: Alan J. Andreini
Principal Occupation: President and Chief Executive Officer of
InterWorld Corporation, a corporation
principally engaged in the provision of
Internet commerce software for sales,
order management, fulfillment, customer
service and other applications.
Business Address and
Address of Employer: 395 Hudson Street, New York NY 10014
(d)-(e) During the last five years, the Reporting Person has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). During the last five years, the Reporting Person was
not a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was not or is not
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.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Shares of Common Stock of the Issuer acquired by the Reporting
Person for his own account were acquired using his personal funds. Shares
of Common Stock acquired for the account of each Individual were acquired
using the funds of such
<PAGE>
Individual. Shares of Common Stock acquired for the account of the School
and the Foundation were acquired using the funds of the School and the
Foundation, respectively. None of the shares acquired by the Reporting
Person for his own account or the accounts of any of the Individuals, the
School or the Foundation were acquired with borrowed funds. The aggregate
purchase price paid for the shares of Common Stock purchased by the
Reporting Person for his own account, including mark-ups, was $5,657,912.
The aggregate purchase price paid by the School, the Individuals and the
Foundation for the shares of Common Stock purchased during the respective
periods during which the Reporting Person exercised trading authority,
including mark-ups, was $8,512,707.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the shares for investment purposes.
The Reporting Person has no plans to or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D, although the Reporting Person reserves the right to
acquire additional securities of the Issuer and to sell securities of the
Issuer, in each case, from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 2, 1999, the Reporting Person held for his own account
877,710 shares of Common Stock of the Issuer, representing approximately
8.3% of the Issuer's outstanding Common Stock. As of April 2, 1999, the
School held 1,010,210 shares of Common Stock of the Issuer, representing
approximately 9.6% of the Issuer's outstanding Common Stock (of which
145,700 shares are held in the account of the School at PaineWebber); the
Foundation held 84,150 shares of Common Stock, representing approximately
.8% of the Issuer's outstanding Common Stock; Stephen and Lottie Cabral
held 1,575 shares of Common Stock of the Issuer, representing approximately
.01% of the Issuer's outstanding Common Stock; Michael Donahue held 57,225
shares of Common Stock of the Issuer, representing approximately .5% of the
Issuer's outstanding Common Stock; Janice Fuellhart held 41,887 shares of
Common Stock, representing approximately .4% of the Issuer's outstanding
Common Stock; Mitchell Darren Marrow held 7,800 shares of Common Stock,
representing approximately .07% of the Issuer's outstanding Common Stock;
and Kendra Goldenway held 0 shares of Common Stock. (The foregoing
percentages are, in each case, based on there being 10,537,010 shares of
Common Stock outstanding as reported in the Form 10-Q of the Issuer filed
on February 16, 1999.)
<PAGE>
(b) (i) As of April 2, 1999, the Reporting Person had the sole
power to vote and the sole power to dispose of 877,710 shares of Common
Stock held by the Reporting Person for his own account. As of April 2,
1999, the Reporting Person had shared power to dispose of and vote 145,700
shares of Common Stock held in the account of the School at PaineWebber,
and had the sole power to dispose of and vote 84,150 shares of Common Stock
held in the account of the Foundation.
During the respective periods set forth in Item 2(a) during which
the Reporting Person exercised trading authority over the account of
Comdisco and the account of each of the Individuals, the Reporting Person
shared power to dispose of shares of Common Stock held in the account of
Comdisco and each of the Individuals, respectively. During the period set
forth in Item 2(a), during which the Reporting Person exercised trading
authority over the account of the School at Piper Jaffray Inc., the
Reporting Person had shared power to vote and dispose of shares of Common
Stock held in such account.
(ii) With respect to shares of Common Stock held in the account
of each of the Individuals, the Reporting Person shared dispositive power
with such Individual. The business address, principal occupation and
citizenship of each of the Individuals, and the name, principal business
and address of such Individual's employer, is as follows:
Michael J. Donahue
Principal Occupation: Chairman of InterWorld Corporation, a
corporation principally engaged in the
provision of Internet commerce software
for sales, order management, fulfillment,
customer service and other applications.
Business Address and
Address of Employer: 395 Hudson Street, New York NY 10014
Citizenship: United States
Stephen & Lottie Cabral: Currently retired
Address: 16175 Guidotti Road
P.O. Box 1474
Guernville, CA 95446
Citizenship: United States
<PAGE>
Mitchell Darren Marrow
Principal Occupation: Professional athlete employed by the
Carolina Panthers
Business Address: 12929-B Ballantyne
Corporate Plaza
Charlotte NC 28277
Citizenship: United States
Janice Fuellhart
Principal Occupation: Executive, Deputy Chairman of Page One
Communications, a company principally
engaged in the provision of paging
services and equipment
Business Address and
Address of Employer: #2 Brentside Executive Center
Great West Road
Brentford, Middlesex, Great Britain
TW89DA
Citizenship: United States
Kendra Goldenway
Principal Occupation: Not currently employed
Address: P.O. Box 21
Ross, CA 94957
Citizenship: United States
The business address, principal occupation and citizenship of
each of the persons with whom the Reporting Person shared dispositive and
voting power over the Issuer's securities held in the account of the
Kiskiminetas Springs School at Piper Jaffray Inc., and the name, principal
business and address of such person's employer, is as follows:
Michael J. Yukevich:
Principal Occupation: Attorney
<PAGE>
Business Address & Yukevich, Blume, Marchetti & Zangrilli, P.C.
Address of Employer: One Gateway Center
Sixth Floor
Pittsburgh, PA 15222
Citizenship: United States
Linda K. Miller:
Principal Occupation: Business Manager of the Kiskiminetas
Springs School
Business Address & 1888 Brett Lane
Address of Employer: Saltsburg, PA 15681
Citizenship: United States
The business address, principal occupation and citizenship of
each of the persons with whom the Reporting Person shares dispositive and
voting power over the Issuer's securities held in the account of the
Kiskiminetas Springs School at PaineWebber, and the name, principal business
and address of such person's employer, is as follows:
John A. Pidgeon:
Principal Occupation: Headmaster of the Kiskiminetas Springs
School
Business Address & 1888 Brett Lane
Address of Employer: Saltsburg, PA 15681
Citizenship: United States
(iii) To the best knowledge of the Reporting Person, during the
last five years, none of the persons named in this paragraph (b) of Item 5:
(I) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (II) was 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 prohibitory or mandatory
activities subject to, federal or state securities laws or findings with
respect to such laws.
(c) Prior to the date hereof, the Reporting Person effected
transactions in the Common Stock of the Issuer as set forth in Appendices A
through H hereto, which are incorporated herein by reference. All of the
transactions reflected in Appendices A through H were effected in open
market transactions on The Nasdaq Stock Market.
The Reporting Person previously was a director of Comdisco. Prior
to December 11, 1998, the Reporting Person shared trading authority with
Comdisco and, pursuant to such authority, effected open market transactions
on The Nasdaq Stock Market in shares of Common Stock of the Issuer for the
account of
<PAGE>
Comdisco. On December 11, 1998, the Reporting Person ceased to have any
trading authority over the accounts of Comdisco, including the shares of
Common Stock of the Issuer held therein. The Reporting Person no longer has
access to information regarding the trades made by Comdisco, which filed a
Schedule 13G on January 12, 1999 reflecting beneficial ownership of 708,400
shares of Common Stock.
(d) During the respective periods the Reporting Person had
trading authority over the accounts of the School at Piper Jaffray Inc.,
Comdisco, and each of the Individuals, the School, Comdisco and each such
Individual, respectively, had the right to receive and the power to direct
the receipt of dividends from, and the proceeds from the sale of, the
Common Stock held in such respective accounts. Since the Reporting Person
has had trading authority over the account of the School at PaineWebber and
over the account of the Foundation, the School and the Foundation,
respectively, have had the right to receive and the power to direct the
receipt of dividends from, and the proceeds from the sale of, the Common
Stock held in such respective accounts. Other than the School and Comdisco,
none of such persons has an interest of more than 5% of the outstanding
Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Securities Trading Authorization Agreement, the
form of which is filed as Exhibit 1 hereto, the Reporting Person was
authorized to buy, sell and trade in securities for the account of each of
the Individuals maintained at Piper Jaffray Inc. Pursuant to a Resolution
and Trading Authorization, the form of which is filed as Exhibit 2 hereto,
the Reporting Person is authorized to authorize transactions and transfers
on behalf of the Foundation, and was authorized to authorize transactions
and transfers on behalf of the School in connection with its account at
Piper Jaffray. Pursuant to a Corporate Resolution, a copy of which is
attached hereto as Exhibit 3, the Reporting Person is authorized to act on
behalf of the School in connection with the account of the School at
PaineWebber. Each of such accounts (other than the account of Kendra
Goldenway) currently holds shares of Common Stock.
The shares of Common Stock held by the Reporting Person for his
own account are held by the Reporting Person in margin accounts at Piper
Jaffray Inc. and Bear Stearns pursuant to standard broker account
agreements containing customary provisions, including a pledge by the
Reporting Person of all shares in the margin account, including the shares
of Common Stock. Pursuant to such agreements, the broker is authorized
under certain conditions to sell any securities held in such account,
including the shares of Common Stock of the Issuer. The shares of Common
Stock of the Issuer held in the account of the Foundation and the School
are held, and the shares of Common Stock held in the accounts of the
Individuals
<PAGE>
may also be held, in margin accounts containing similar customary
provisions.
Except as otherwise described herein, the Reporting Person does
not have any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1. EXHIBIT 1 - Form of Securities Trading Authorization
Agreement among Alan J. Andreini, Piper Jaffray Inc. and
each of the following:
Stephen and Lottie Cabral, dated June 14, 1997
Michael Donahue, dated April 8, 1998
Janice Fuellhart, dated August 10, 1997
Mitchell Darren Marrow, dated June 30, 1998
Kendra Goldenway, dated December 28, 1997
99.2. EXHIBIT 2 - Form of Resolution and Trading Authorization
between Piper Jaffray Inc. and each of the following:
The Andreini Foundation
Kiskiminetas Springs School
99.3. EXHIBIT 3 - Corporate Resolutions of the Kiskiminetas
Springs School, dated January 15, 1997.
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: April 5, 1999
ALAN J. ANDREINI
/s/ Alan J. Andreini
-----------------------------------
<PAGE>
APPENDIX A
TRANSACTIONS FOR ACCOUNT OF ALAN J. ANDREINI
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ----------------------------------------------------------------
07/02/97 Purchase 14,000 3.6250
07/02/97 Purchase 16,000 3.7500
07/02/97 Purchase 10,000 3.5625
07/02/97 Purchase 26,000 3.5600
07/03/97 Purchase 46,000 4.0040
07/07/97 Purchase 20,000 4.1875
07/08/97 Purchase 34,000 4.4540
07/09/97 Purchase 5,000 4.6250
07/09/97 Purchase 30,000 6.2360
07/15/97 Purchase 2,500 6.7500
07/17/97 Purchase 2,000 5.7500
07/17/97 Purchase 5,500 5.9375
07/17/97 Purchase 12,500 5.8750
07/21/97 Purchase 10,000 5.6250
07/21/97 Purchase 10,000 5.5000
07/21/97 Purchase 5,000 5.4375
07/22/97 Purchase 3,300 6.0625
07/22/97 Purchase 2,500 6.1250
07/22/97 Purchase 2,500 6.0000
07/22/97 Purchase 2,500 6.1250
07/22/97 Purchase 7,500 6.0625
07/22/97 Purchase 1,500 5.7500
07/23/97 Purchase 5,500 6.0625
07/24/97 Purchase 5,000 7.1250
07/24/97 Purchase 10,000 6.8750
07/25/97 Purchase 10,000 6.7500
07/25/97 Purchase 1,200 6.7500
07/28/97 Purchase 1,000 6.4375
07/28/97 Purchase 9,000 6.5000
07/29/97 Purchase 10,000 6.5000
07/30/97 Purchase 2,000 6.5000
07/31/97 Purchase 20,000 6.8750
08/04/97 Purchase 38,000 7.3820
08/06/97 Purchase 5,000 7.9246
08/08/97 Purchase 1,000 6.8125
08/08/97 Purchase 9,000 6.8750
08/14/97 Purchase 5,000 6.5000
08/14/97 Purchase 10,500 6.1880
09/05/97 Purchase 2,000 6.8750
09/08/97 Purchase 5,000 6.9375
09/08/97 Purchase 5,000 6.9375
09/08/97 Purchase 5,000 6.9375
09/08/97 Purchase 5,000 6.9375
09/08/97 Purchase 5,000 6.9375
09/08/97 Purchase 5,500 6.7500
09/08/97 Purchase 10,000 6.8125
09/08/97 Purchase 4,500 6.8125
09/09/97 Purchase 5,000 6.8750
09/09/97 Purchase 5,000 6.9688
09/09/97 Purchase 5,000 6.9375
09/11/97 Purchase 5,000 6.8125
09/11/97 Purchase 2,000 6.8125
09/11/97 Purchase 1,000 6.7500
09/11/97 Purchase 5,000 6.8125
09/12/97 Purchase 5,000 6.5000
09/12/97 Purchase 5,000 6.4563
09/15/97 Purchase 5,000 6.3125
09/16/97 Purchase 10,000 5.9313
09/16/97 Purchase 1,000 6.0625
09/16/97 Purchase 2,000 6.0000
09/26/97 Purchase 3,500 6.7500
09/26/97 Purchase 2,000 6.8125
10/01/97 Purchase 1,500 6.8125
10/13/97 Purchase 8,500 8.3160
10/14/97 Purchase 5,000 8.4375
10/20/97 Purchase 1,000 7.8125
10/21/97 Purchase 2,000 8.0625
10/22/97 Purchase 5,000 7.8750
10/23/97 Purchase 1,000 7.3750
10/23/97 Purchase 1,000 7.3125
10/23/97 Purchase 2,000 7.3750
10/24/97 Purchase 1,700 7.4375
10/24/97 Purchase 1,300 7.3750
10/27/97 Purchase 15,000 6.9333
10/27/97 Purchase 3,000 7.1250
10/27/97 Purchase 2,000 7.3750
10/28/97 Purchase 4,000 6.2813
10/28/97 Purchase 1,000 6.1875
10/28/97 Purchase 1,500 6.5000
10/29/97 Purchase 7,500 6.7910
10/30/97 Purchase 1,000 6.6250
10/31/97 Sale 4,000 6.2813
10/31/97 Sale 1,000 6.1875
10/31/97 Purchase 16,000 6.1750
10/31/97 Purchase 3,000 6.0000
10/31/97 Purchase 1,000 5.9375
10/31/97 Purchase 1,000 5.8750
11/04/97 Purchase 5,000 6.9375
11/04/97 Purchase 1,000 6.5000
11/10/97 Purchase 10,000 7.0390
11/11/97 Purchase 1,000 6.9375
11/20/97 Purchase 5,000 6.9375
11/20/97 Purchase 5,000 6.9375
11/21/97 Purchase 2,000 7.1875
11/21/97 Purchase 800 7.1250
11/21/97 Purchase 1,000 7.1250
11/21/97 Purchase 5,000 7.1250
11/21/97 Purchase 2,000 7.0625
11/21/97 Purchase 2,500 7.0000
11/21/97 Purchase 5,000 7.0000
12/02/97 Purchase 1,000 6.8750
12/04/97 Purchase 5,000 6.1250
12/05/97 Purchase 100 6.1875
12/08/97 Purchase 3,000 6.1875
12/08/97 Purchase 2,000 6.1875
12/11/97 Purchase 1,000 6.5625
12/11/97 Purchase 1,000 6.6250
12/11/97 Purchase 2,000 6.5000
12/11/97 Purchase 3,000 6.3750
12/16/97 Purchase 5,000 7.1250
12/16/97 Purchase 3,000 7.1250
12/16/97 Purchase 2,000 7.0625
01/28/98 Purchase 2,100 5.2500
01/30/98 Purchase 5,000 4.6875
01/30/98 Purchase 5,000 4.7500
02/02/98 Purchase 3,500 4.1250
02/02/98 Purchase 500 4.0625
02/02/98 Purchase 1,000 4.0000
02/02/98 Purchase 5,000 4.7500
02/03/98 Purchase 1,500 4.1875
02/03/98 Purchase 3,150 4.0640
02/03/98 Purchase 2,100 3.9460
02/17/98 Purchase 1,000 4.8125
02/17/98 Purchase 1,000 4.6875
02/26/98 Purchase 3,000 4.5000
02/26/98 Purchase 2,000 4.5000
03/04/98 Purchase 2,000 4.5000
03/11/98 Purchase 2,000 4.3750
03/12/98 Purchase 200 4.4375
03/13/98 Purchase 2,000 4.4375
03/20/98 Purchase 100 3.8750
05/01/98 Purchase 5,000 4.9375
05/20/98 Purchase 2,500 4.2500
05/20/98 Purchase 1,250 4.1250
05/27/98 Purchase 6,750 4.1230
06/05/98 Purchase 21,700 4.8770
06/29/98 Purchase 2,000 8.8125
06/29/98 Purchase 1,000 8.7500
06/30/98 Purchase 2,200 8.8870
07/01/98 Purchase 2,500 8.8000
07/02/98 Purchase 5,000 8.6400
07/07/98 Purchase 2,000 7.5000
07/16/98 Purchase 3,000 9.3125
07/16/98 Purchase 500 9.2500
07/16/98 Purchase 1,500 9.1250
09/03/98 Sale 1,000 7.2500
09/03/98 Sale 500 7.5000
10/22/98 Purchase 2,000 8.0313
10/22/98 Purchase 2,000 8.0625
10/22/98 Purchase 2,000 7.9375
10/22/98 Purchase 2,000 8.0000
10/23/98 Purchase 500 7.8750
10/23/98 Purchase 2,000 7.9063
10/23/98 Purchase 2,000 7.8750
10/23/98 Purchase 2,000 7.8750
10/27/98 Purchase 2,000 8.0625
10/27/98 Purchase 2,000 8.1250
10/28/98 Purchase 1,500 8.3475
10/28/98 Purchase 2,000 8.0938
10/28/98 Purchase 1,500 8.0625
10/29/98 Purchase 3,000 8.6250
10/30/98 Purchase 1,500 8.8750
10/30/98 Purchase 5,000 8.8750
10/30/98 Purchase 2,000 8.6875
10/30/98 Purchase 2,500 8.9375
10/30/98 Purchase 3,500 8.9375
11/04/98 Dividend 37,760 -
11/04/98 Sale 5,000 10.0000
11/05/98 Sale 5,000 10.8125
11/10/98 Purchase 1,500 10.6875
11/10/98 Purchase 5,000 10.3750
11/10/98 Purchase 2,500 10.0000
11/10/98 Purchase 5,000 9.7500
11/10/98 Purchase 1,000 10.6875
11/10/98 Purchase 10,000 11.1100
11/11/98 Purchase 2,000 11.5000
11/12/98 Sale 10,000 13.0000
11/18/98 Purchase 5,000 13.3750
11/18/98 Purchase 5,000 13.2500
11/19/98 Purchase 1,000 13.8750
11/23/98 Sale 5,000 16.0625
11/23/98 Sale 5,000 16.0000
12/07/98 Purchase 5,000 14.5000
12/09/98 Purchase 5,000 9.5000
12/09/98 Purchase 5,000 10.7500
12/09/98 Purchase 5,000 10.2500
<PAGE>
APPENDIX B
TRANSACTIONS FOR ACCOUNT OF KISKIMINETAS SPRINGS SCHOOL
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ----------------------------------------------------------------
07/10/97 Purchase 67,500 7.3125
07/10/97 Purchase 5,000 7.0000
07/10/97 Purchase 35,000 7.1250
07/10/97 Purchase 20,000 7.2500
07/10/97 Purchase 5,000 7.1875
07/10/97 Purchase 2,500 7.3750
07/11/97 Purchase 10,000 8.3750
07/11/97 Purchase 1,000 8.5000
07/11/97 Purchase 9,000 8.6250
07/11/97 Purchase 2,000 7.7500
07/11/97 Purchase 3,000 7.8750
07/11/97 Purchase 6,000 7.8750
07/14/97 Purchase 3,000 6.3750
07/14/97 Purchase 10,000 6.7500
07/15/97 Purchase 1,000 6.6250
07/15/97 Purchase 10,000 6.7500
07/15/97 Purchase 7,500 6.5625
07/15/97 Purchase 2,500 6.6250
07/17/97 Purchase 2,000 5.5000
07/18/97 Purchase 20,000 5.3370
07/18/97 Purchase 10,000 5.5000
07/31/97 Purchase 10,000 6.9750
08/01/97 Purchase 20,000 7.0625
08/01/97 Purchase 7,500 7.0000
08/04/97 Purchase 25,500 7.5870
08/05/97 Purchase 5,000 7.5250
08/06/97 Purchase 10,000 7.8180
08/07/97 Purchase 5,000 7.1250
08/07/97 Purchase 10,000 7.3750
08/08/97 Purchase 5,000 6.8750
08/12/97 Purchase 1,500 5.5625
08/12/97 Purchase 3,500 5.3750
08/13/97 Purchase 5,000 5.2500
08/13/97 Purchase 2,000 5.2500
08/13/97 Purchase 3,000 5.3750
08/13/97 Purchase 1,000 5.4375
08/13/97 Purchase 1,000 5.5000
08/13/97 Purchase 1,000 5.6250
08/13/97 Purchase 1,000 5.6250
08/13/97 Purchase 3,000 6.0000
08/13/97 Purchase 1,000 5.9375
08/13/97 Purchase 7,000 6.0000
08/14/97 Purchase 1,000 5.8750
08/14/97 Purchase 1,000 6.1250
08/14/97 Purchase 2,000 6.5000
08/14/97 Purchase 500 6.2500
08/14/97 Purchase 1,500 6.3750
08/14/97 Purchase 4,000 6.5000
08/14/97 Purchase 1,000 6.5000
08/14/97 Purchase 2,000 6.4375
08/20/97 Purchase 6,500 6.5000
08/20/97 Purchase 2,000 6.3750
08/20/97 Purchase 2,000 6.5625
08/20/97 Purchase 1,500 6.5625
08/21/97 Purchase 5,000 6.5625
08/21/97 Purchase 5,000 6.6250
08/21/97 Purchase 5,000 6.7500
08/21/97 Purchase 1,050 6.5480
08/22/97 Purchase 22,500 6.8520
08/25/97 Purchase 8,000 6.9375
08/26/97 Purchase 10,000 6.9375
08/26/97 Purchase 3,000 6.9375
08/27/97 Purchase 10,000 6.9375
08/27/97 Purchase 10,000 6.9375
08/27/97 Purchase 7,000 6.9375
08/27/97 Purchase 3,570 6.6670
08/28/97 Purchase 5,000 6.9375
08/28/97 Purchase 5,000 6.9375
08/29/97 Purchase 1,500 6.6875
08/29/97 Purchase 3,500 6.7500
09/04/97 Purchase 10,000 6.3180
09/04/97 Purchase 7,500 6.3750
09/05/97 Purchase 10,000 6.9312
09/05/97 Purchase 5,000 6.0625
09/09/97 Purchase 5,000 5.9375
09/12/97 Purchase 5,380 6.2500
09/12/97 Purchase 3,150 6.1900
09/12/97 Purchase 4,070 6.2500
09/15/97 Purchase 2,000 6.3125
09/16/97 Purchase 5,000 6.1250
09/17/97 Purchase 10,000 6.2210
09/17/97 Purchase 10,000 6.2500
09/19/97 Purchase 10,500 6.5480
09/22/97 Purchase 5,250 6.5480
09/22/97 Purchase 5,250 6.6670
09/23/97 Purchase 2,730 6.2500
10/01/97 Purchase 5,000 6.5625
10/02/97 Purchase 7,500 6.5000
10/02/97 Purchase 15,000 6.5625
10/03/97 Purchase 2,500 6.5625
11/10/97 Purchase 5,000 7.0340
11/10/97 Purchase 5,000 7.0000
12/17/97 Purchase 10,000 6.7813
12/17/97 Purchase 10,000 6.9590
12/17/97 Purchase 10,000 7.0563
12/18/97 Purchase 5,500 6.6250
12/18/97 Purchase 4,500 6.6250
12/19/97 Purchase 5,000 6.5625
12/19/97 Purchase 2,500 6.5625
12/19/97 Purchase 5,000 6.5625
12/19/97 Purchase 1,500 6.6250
12/19/97 Purchase 2,000 6.5625
12/19/97 Purchase 1,000 6.6875
12/19/97 Purchase 4,000 6.7500
12/29/97 Purchase 1,500 5.5000
12/29/97 Purchase 1,500 5.4375
12/29/97 Purchase 2,000 5.5625
12/29/97 Purchase 2,000 5.6250
12/29/97 Purchase 3,000 5.5625
12/29/97 Purchase 2,500 4.9375
12/29/97 Purchase 2,500 5.0000
12/29/97 Purchase 1,000 5.0000
12/29/97 Purchase 500 5.0625
12/29/97 Purchase 2,000 5.1250
12/29/97 Purchase 1,000 5.1875
12/29/97 Purchase 500 5.0938
12/29/97 Purchase 500 5.2500
12/29/97 Purchase 500 5.3438
12/29/97 Purchase 3,500 5.3750
12/29/97 Purchase 500 5.2188
12/31/97 Purchase 4,000 6.4375
01/07/98 Purchase 3,000 6.1875
01/07/98 Purchase 1,000 6.0000
01/07/98 Purchase 1,000 6.0625
01/08/98 Purchase 2,000 6.0000
01/08/98 Purchase 3,000 6.0000
01/12/98 Purchase 2,000 5.2500
01/12/98 Purchase 2,000 5.4375
01/23/98 Purchase 4,000 6.0000
01/27/98 Purchase 3,000 5.6250
01/27/98 Purchase 2,000 5.5625
01/28/98 Purchase 2,000 5.2500
01/30/98 Purchase 2,000 4.6250
01/30/98 Purchase 3,000 4.5625
01/30/98 Purchase 6,000 4.5590
02/02/98 Purchase 5,000 4.4875
02/05/98 Purchase 500 4.6250
02/10/98 Purchase 1,575 4.6430
02/10/98 Purchase 3,675 4.7620
02/11/98 Purchase 1,050 4.7620
02/18/98 Purchase 5,000 4.4375
02/18/98 Purchase 5,250 4.2260
02/19/98 Purchase 1,000 4.5938
02/19/98 Purchase 1,000 4.6250
02/19/98 Purchase 2,625 4.2860
02/24/98 Purchase 2,000 4.4375
02/24/98 Purchase 2,000 4.4375
02/24/98 Purchase 1,500 4.5000
02/24/98 Purchase 500 4.5313
02/24/98 Purchase 1,000 4.5625
02/24/98 Purchase 2,625 4.1670
02/24/98 Purchase 5,250 4.2260
02/24/98 Purchase 2,100 4.2860
02/25/98 Purchase 2,000 4.5000
02/25/98 Purchase 1,000 4.5000
02/25/98 Purchase 2,100 4.2860
02/26/98 Purchase 2,000 4.5000
02/26/98 Purchase 2,000 4.4688
02/26/98 Purchase 2,100 4.2860
02/27/98 Purchase 2,000 4.4375
03/02/98 Purchase 2,000 4.5625
03/04/98 Purchase 2,100 4.2860
03/06/98 Purchase 2,100 4.2860
03/09/98 Purchase 15,000 4.4688
03/11/98 Purchase 2,100 4.1070
03/13/98 Purchase 200 4.4375
04/01/98 Purchase 3,150 3.8100
04/01/98 Purchase 2,100 3.8690
05/01/98 Purchase 5,000 4.9375
05/04/98 Purchase 10,000 4.8920
05/05/98 Purchase 3,000 4.7500
05/08/98 Purchase 2,000 4.4375
05/20/98 Purchase 2,500 4.2500
05/20/98 Purchase 1,250 4.1250
05/20/98 Purchase 2,100 4.0480
05/21/98 Purchase 5,000 4.2500
05/27/98 Purchase 6,750 4.1230
05/28/98 Purchase 10,000 4.0625
06/15/98 Purchase 5,000 6.5000
06/25/98 Purchase 1,050 8.0650
06/30/98 Purchase 2,100 8.5710
06/30/98 Purchase 8,400 8.6310
07/01/98 Purchase 2,500 8.8000
07/02/98 Purchase 5,000 8.6400
07/07/98 Purchase 5,250 7.8570
07/17/98 Purchase 3,150 8.7500
07/22/98 Purchase 1,050 9.1070
07/22/98 Purchase 2,940 9.2860
07/29/98 Purchase 2,100 7.7380
07/31/98 Purchase 1,050 7.4400
07/31/98 Purchase 2,100 7.5000
08/05/98 Purchase 5,250 6.8450
08/06/98 Purchase 1,050 6.5480
10/08/98 Purchase 1,000 7.2500
10/12/98 Purchase 2,000 7.1250
10/12/98 Purchase 1,500 7.1875
10/15/98 Purchase 1,000 7.3750
10/15/98 Purchase 1,000 7.3750
10/15/98 Purchase 2,000 7.5625
10/15/98 Purchase 1,000 7.5000
10/15/98 Purchase 1,000 7.5625
10/22/98 Purchase 2,000 8.0000
10/23/98 Purchase 2,000 7.9063
10/27/98 Purchase 1,500 8.0000
10/27/98 Purchase 500 8.0313
10/29/98 Purchase 2,000 8.5625
10/30/98 Purchase 2,000 8.6875
11/04/98 Dividend 41,510 --
11/11/98 Purchase 3,260 11.0000
11/11/98 Purchase 100 11.1250
11/11/98 Purchase 2,200 11.2500
11/11/98 Purchase 4,000 11.3750
11/13/98 Sold 10,000 14.0625
11/13/98 Sold 10,000 15.0625
11/13/98 Sold 1,050 14.5000
11/13/98 Sold 3,570 14.5000
11/13/98 Sold 5,380 14.4000
11/18/98 Purchase 1,000 12.2500
11/18/98 Purchase 3,000 12.5000
11/18/98 Purchase 3,000 12.7500
11/18/98 Purchase 1,000 12.9375
11/18/98 Purchase 4,500 12.1250
11/18/98 Purchase 1,000 12.2500
11/18/98 Purchase 1,200 12.5000
11/18/98 Purchase 3,300 12.7500
11/18/98 Purchase 5,000 13.3750
11/19/98 Purchase 5,700 13.8750
11/23/98 Sold 11,000 16.0000
11/25/98 Sold 200 16.0000
11/25/98 Sold 3,000 16.0000
11/27/98 Sold 6,000 16.1875
12/07/98 Purchase 5,000 14.5000
12/09/98 Purchase 5,000 9.5000
12/09/98 Purchase 5,000 10.2500
12/09/98 Purchase 2,000 7.7500
12/09/98 Purchase 1,900 7.9380
12/09/98 Purchase 3,100 8.0630
<PAGE>
APPENDIX C
TRANSACTIONS FOR ACCOUNT OF MICHAEL J. DONAHUE
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ----------------------------------------------------------------
04/29/97 Purchase 5,000 4.7500
04/29/97 Purchase 500 4.7813
04/29/98 Purchase 2,500 4.8750
04/30/98 Purchase 2,500 4.8750
04/30/98 Purchase 1,500 4.9375
04/30/98 Purchase 13,000 5.0000
05/07/98 Purchase 500 4.4375
05/07/98 Purchase 1,500 4.5000
05/20/98 Purchase 3,000 4.2500
05/22/98 Purchase 5,000 4.3125
06/05/98 Purchase 3,000 4.5000
06/05/98 Purchase 7,000 4.5625
06/05/98 Purchase 5,000 5.0938
07/16/98 Purchase 500 9.2500
07/16/98 Purchase 500 9.3125
07/17/98 Purchase 3,000 9.3125
07/31/98 Purchase 500 7.0000
11/04/98 Dividend 2,725 -
<PAGE>
APPENDIX D
TRANSACTIONS FOR ACCOUNT OF MITCHELL DARREN MARROW
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ----------------------------------------------------------------
08/03/98 Purchase 2,000 7.5625
08/04/98 Purchase 3,000 7.5000
08/05/98 Purchase 1,000 7.2500
10/23/98 Purchase 500 7.8750
11/04/98 Dividend 300 -
11/11/98 Purchase 1,000 11.3750
11/20/98 Purchase 1,000 14.2500
11/20/98 Purchase 1,000 13.8750
12/09/98 Purchase 2,000 13.8750
12/09/98 Purchase 1,000 10.7500
12/14/98 Sale 5,000 7.5750
<PAGE>
APPENDIX E
TRANSACTIONS FOR ACCOUNT OF JANICE FUELLHART
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ----------------------------------------------------------------
10/09/97 Purchase 2,500 6.8125
10/09/97 Purchase 1,000 6.8750
10/09/97 Purchase 1,000 6.9063
10/09/97 Purchase 1,500 7.0000
10/09/97 Purchase 19,000 6.9688
10/09/97 Purchase 1,000 7.0000
10/09/97 Purchase 10,000 6.9688
12/16/97 Sale 3,000 7.0625
12/17/97 Sale 1,000 7.0313
01/27/98 Purchase 2,000 5.2500
01/28/98 Purchase 500 5.4063
01/28/98 Purchase 500 5.3750
01/29/98 Purchase 1,000 5.1250
02/10/98 Purchase 1,500 4.8750
02/27/98 Purchase 500 4.1250
05/01/98 Purchase 2,000 9.3750
05/22/98 Purchase 2,500 4.2500
05/22/98 Purchase 1,000 4.2813
05/22/98 Purchase 1,500 4.3125
05/22/98 Purchase 500 4.3125
05/26/98 Purchase 4,500 4.1250
06/29/98 Sale 1,250 8.7500
07/02/98 Sale 3,000 8.7500
07/16/98 Sale 1,600 9.0000
08/03/98 Sale 1,700 7.7500
09/08/98 Sale 1,000 7.2500
09/08/98 Sale 1,500 7.0313
10/15/98 Sale 1,500 7.0000
10/23/98 Purchase 500 7.8750
11/04/98 Dividend 1,922 -
11/20/98 Purchase 5,500 14.2500
11/20/98 Purchase 1,000 14.1250
12/09/98 Purchase 3,000 13.8750
12/09/98 Purchase 2,000 10.7500
12/14/98 Sale 10,485 7.5750
<PAGE>
APPENDIX F
TRANSACTIONS FOR ACCOUNT OF KENDRA GOLDENWAY
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ------------------------------------------------------------
12/10/97 Purchase 5,000 6.7188
12/12/97 Purchase 2,000 6.8750
12/12/97 Purchase 2,000 7.0625
12/29/97 Purchase 2,000 5.6875
12/29/97 Purchase 1,000 5.3750
01/13/98 Purchase 2,000 5.2500
01/13/98 Purchase 1,000 5.3125
01/14/98 Purchase 1,000 5.3125
01/27/98 Purchase 2,000 5.2500
01/28/98 Purchase 1,000 5.1875
01/28/98 Purchase 1,000 5.3750
01/30/98 Purchase 1,000 4.6250
02/17/98 Purchase 1,000 4.8125
04/27/98 Sale 1,000 4.7500
05/04/98 Sale 1,500 4.7500
05/05/98 Sale 1,000 4.7500
05/27/98 Sale 2,400 4.1250
06/09/98 Sale 1,600 7.1250
06/23/98 Sale 400 8.4375
07/01/98 Sale 400 8.6875
07/02/98 Sale 100 8.8125
07/08/98 Sale 1,000 8.2500
07/10/98 Sale 400 8.5000
07/29/98 Sale 2,300 8.0000
09/02/98 Sale 1,000 8.2500
09/02/98 Purchase 1,000 8.2500
09/04/98 Sale 700 7.3125
09/04/98 Sale 500 7.3750
09/04/98 Sale 1,200 7.3125
09/04/98 Sale 50 7.0000
09/08/98 Sale 750 7.0313
10/08/98 Sale 1,000 7.2500
10/09/98 Sale 500 7.0000
10/12/98 Sale 400 6.7500
10/12/98 Sale 500 7.1250
10/29/98 Sale 2,000 8.6250
11/04/98 Dividend 215 -
11/20/98 Purchase 1,000 14.2500
11/20/98 Purchase 1,000 13.6875
12/14/98 Sale 4,515 7.5750
<PAGE>
APPENDIX G
TRANSACTIONS FOR ACCOUNT OF STEPHEN AND LOTTIE CABRAL
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ------------------------------------------------------
07/09/97 Purchase 1,000 5.5000
07/30/97 Purchase 500 6.5000
11/04/98 Dividend 75 -
<PAGE>
APPENDIX H
TRANSACTIONS FOR ACCOUNT OF THE ANDREINI FOUNDATION
Type of Purchase Price
Trade Date Transaction Quantity in U.S. Dollars
- ---------- ----------- -------- ---------------
12/22/97 Purchase 2000 6 1/2
12/22/97 Purchase 2000 6 1/2
12/22/97 Purchase 2000 6 3/16
12/23/97 Purchase 5000 5 15/16
12/29/97 Purchase 2000 5 7/16
12/29/97 Purchase 2000 5 1/4
12/29/97 Purchase 2000 5 1/4
01/09/98 Purchase 2000 6
01/09/98 Purchase 2000 6
01/12/98 Purchase 2000 5 1/2
01/13/98 Purchase 1000 5 5/16
01/14/98 Purchase 2000 5 5/16
01/14/98 Purchase 2000 5 3/8
01/28/98 Purchase 500 5 1/2
01/28/98 Purchase 500 5 15/32
01/28/98 Purchase 1000 5 3/8
01/28/98 Purchase 2000 5 3/16
01/30/98 Purchase 3000 4 3/4
02/12/98 Purchase 1500 4 25/32
02/12/98 Purchase 2000 4 13/16
03/04/98 Purchase 2000 4 1/4
03/04/98 Purchase 1000 4 1/2
03/06/98 Purchase 3000 4 1/2
03/09/98 Purchase 2000 4 1/2
03/11/98 Purchase 2000 4 3/8
03/18/98 Purchase 1000 4 5/16
03/18/98 Purchase 1000 4 9/32
03/23/98 Purchase 1000 3 3/4
03/23/98 Purchase 1000 3 13/16
03/23/98 Purchase 100 3 3/4
03/24/98 Purchase 2000 3 23/32
03/27/98 Purchase 200 4
04/14/98 Purchase 1000 4 1/16
04/14/98 Purchase 1000 4 3/32
05/01/98 Purchase 1700 4 29/32
05/01/98 Purchase 2300 4 15/16
05/01/98 Purchase 3000 4.875
05/08/98 Purchase 1000 4.9375
05/11/98 Purchase 1000 4.46875
05/13/98 Purchase 200 4.4375
05/14/98 Purchase 2000 4.40625
05/15/98 Purchase 500 4.5
05/18/98 Purchase 200 4.375
06/25/98 Purchase 200 4.25
07/08/98 Purchase 1100 8.75
07/23/98 Purchase 500 8.15625
07/24/98 Purchase 1000 9.875
10/16/98 Purchase 500 10.5
10/28/98 Purchase 1000 7.71875
10/28/98 Purchase 1000 8.3125
10/28/98 Purchase 1000 8
10/29/98 Purchase 500 8.5625
11/04/98 Dividend 3650 --
12/09/98 Purchase 5000 10.75
99.1 - EXHIBIT 1
PIPER JAFFRAY SECURITIES TRADING Account Name o
AUTHORIZATION
------------------------------
(LIMITED) Account Number o
------------------------------
- -------------------------------------------------------------------------------
LIMITED TO PURCHASES AND SALES OF SECURITIES
Piper Jaffray Inc. ("Piper Jaffray")
Attention: Records Management
222 South Ninth Street
Minneapolis, MN 55402-3804
Dear Piper Jaffray:
AUTHORIZATION OF AGENT AND INDEMNIFICATION TO PIPER JAFFRAY. I* hereby
authorize (print) ______________________________ ("AGENT") as my agent
and attorney in fact to buy, sell (including short sales) and trade in
stocks, bonds, options and any other securities on margin or otherwise
in accordance with your terms and conditions for my account and risk in
my name or number on your books. I hereby ratify and confirm any and all
transactions with you effected by AGENT or which AGENT shall effect for
my account. I hereby agree to indemnify and hold you harmless from and
to pay you promptly on demand any and all losses or debit balances due
in my account(s).
SCOPE OF AGENT'S AUTHORITY. For all such purchases, sales or trades you are
authorized to follow the instructions of AGENT in every respect
concerning my accounts and AGENT is authorized to act for me and in my
behalf in the same manner and with the same force and effect as I might
or could do with respect to such purchases, sales or trades as well as
with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or trades, except that
AGENT is not authorized to withdraw any money, securities or other
property either in my name or otherwise.
IF CUSTOMER DIES OR BECOMES INCAPACITATED. In case of my death or incapacity
this authorization shall continue, and you shall not be responsible for
any action taken on the basis of this authorization until you have
received written notice of death or incapacity addressed to you and
delivered to you at the above address.
AUTHORIZATION DOES NOT LIMIT PIPER JAFFRAY'S RIGHTS. This authorization and
indemnity is in addition to (and in no way limits or restricts) any
rights which you may have under any other agreement or agreements
between your firm and me.
REVOCATION MUST BE IN WRITING; LIABILITIES INCURRED PRIOR TO REVOCATION;
SUCCESSORS TO PIPER JAFFRAY. This authorization and indemnity is also a
continuing one and shall remain in full force and effect until revoked
by me by a written notice addressed to you and delivered to you at the
above address. Such revocation shall not affect any liability in any way
resulting from transactions initiated prior to such revocation. This
authorization and indemnity shall inure to the benefit of your present
firm and of any successor firm or firms irrespective of any change or
changes at any time in the personnel thereof for any cause whatsoever,
and of the assigns of your present firm or any successor firm.
I HAVE READ THIS TRADING AUTHORIZATION ENTIRELY BEFORE SIGNING.
<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------- ------------- ------------------------------------------------
**Customer Signature/Title Date AGENT Signature/Title Date
(AGENT - Please complete
reverse side of form.)
- ---------------------------- -------------
Customer Signature/Title Date |_| Firm Employee Discretion
- ---------------------------- -------------
Customer Signature/Title Date
- ---------------------------------------------------------------------------------------------
INTERNAL USE ONLY
- ---------------------------- ------------- ------------------------------------------------
Branch Manager Specialist Date B.O.M.A.S. Signature (if Date
required)
- ---------------------------- ------------- ------------------------------------------------
Compliance Signature Date SROP Signature (if required) Date
|_| Options Approved
- ---------------------------------------------------------------------------------------------
* I* means I, me, we, and customer(s), depending on number of persons
signing this Trading Authorization.
** If agent is signing as Power of Attorney ("POA"), "X" the corresponding
box and provide a copy of the POA.
</TABLE>
<PAGE>
[Back of Agreement]
AGENT INFORMATION
- -------------------------------------------------------------------------------
Name (Please print)
- -------------------------------------------------------------------------------
Address
- -------------------------------------------------------------------------------
City State Zip
- -------------------------------------------------------------------------------
Work Phone Home Phone Date of Birth
( ) ( )
- -------------------------------------------------------------------------------
Occupation
- -------------------------------------------------------------------------------
Employer
- -------------------------------------------------------------------------------
Past Investment Experience (Years of Are you currently employed by Piper
Experience) Jaffray?
Stocks |_| 0-1 |_| 1-5 |_| Yes |_| No
|_| 5 or more
--------------------------------------
Bonds |_| 0-1 |_| 1-5 Contact name (If agent is a
|_| 5 or more non-natural entity)
Options |_| 0-1 |_| 1-5
|_| 5 or more
- -------------------------------------------------------------------------------
99.2 - EXHIBIT 2
-----------------------
Account Number:
RESOLUTON AND TRADING AUTHORIZATION
This authorizes (the "NONPROFIT"), to transact
business with Piper Jaffray Inc. ("Piper Jaffray"). This authorization
shall continue in force until Piper Jaffray is notified in writing of any
changes.
1. ESTABLISHMENT AND MAINTENANCE OF PIPER JAFFRAY ACCOUNT:
The following persons may authorize transactions and transfers on
behalf of the NONPROFIT:
-------------------------------------- --------------------------------
Name Title
-------------------------------------- --------------------------------
Name Title
-------------------------------------- --------------------------------
Name Title
-------------------------------------- --------------------------------
Name Title
The authorized persons listed above, including the Authorized
Signatory to this Trading Authorization, are authorized to maintain
one or more accounts with Piper Jaffray for the purpose of transacting
business. The authority hereby conferred shall remain in full force
and effect until revoked by written notice addressed to you and
delivered to your main office.
2. AUTHORITY:
The fullest authority is granted to these persons to engage in any
transaction they deem proper, including authority to give written or
oral instructions to Piper Jaffray; to bind the NONPROFIT to carrying
out the transactions; and generally to take all action necessary in
connection with the accounts.
3. CUSTOMER AGREES TO ARBITRATE:
O ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
O THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL.
O PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND
DIFFERENT FROM COURT PROCEEDINGS.
O THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
O THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES
INDUSTRY.
WE AGREE TO ARBITRATE ANY DISPUTES BETWEEN PIPER JAFFRAY AND US. WE
SPECIFICALLY AGREE AND RECOGNIZE THAT ALL CONTROVERSIES WHICH MAY
ARISE BETWEEN PIPER JAFFRAY, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES
AND US, CONCERNING ANY TRANSACTION, ACCOUNT OR THE CONSTRUCTION,
PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US,
WHETHER ENTERED INTO PRIOR, ON, OR SUBSEQUENT TO THE DATE HEREOF,
SHALL BE DETERMINED BY ARBITRATION TO THE FULL EXTENT PROVIDED BY LAW.
SUCH ARBITRATION SHALL BE IN ACCORDANCE WITH THE RULES THEN IN EFFECT,
OF THE ARBITRATION COMMITTEE OF THE NEW YORK STOCK EXCHANGE, INC. OR
THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AS WE MAY ELECT.
WE AUTHORIZE PIPER JAFFRAY, IF WE DO NOT MAKE SUCH ELECTION BY
REGISTERED MAIL ADDRESSED TO PIPER JAFFRAY AT ITS MAIN OFFICE WITHIN
15 DAYS AFTER RECEIPT OF NOTIFICATION FROM PIPER JAFFRAY REQUESTING
SUCH ELECTION, TO MAKE SUCH ELECTION ON OUR BEHALF.
4. CERTIFICATION:
The Authorized Signatory of the NONPROFIT is hereby authorized and
empowered to certify this resolution. This certifies that this Trading
Authorization was adopted by officials duly authorized to invest funds
on behalf of the NONPROFIT in accordance with all applicable laws and
regulations. I further certify that the NONPROFIT is organized and
existing and that the officials who took the action called for by this
authorization have the power to take such action. In witness whereof,
this ___ day of ______, 1999.
WE UNDERSTAND THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE
AT PARAGRAPH 3 ABOVE, AND WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS
AGREEMENT.
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Authorized Signatory Date
-----------------------------
Name and Title (print)
99.3 - EXHIBIT 3
PAINEWEBBER
Established 1879
Member of all principal
security, commodity
and option exchanges
CORPORATE RESOLUTIONS
FULL ACCOUNT TITLE BRANCH ACCOUNT NUMBER BROKER
- ---------------------------------------------------------------------------
Kiskiminetas Springs School
- ---------------------------------------------------------------------------
I, Lee C. Crawford hereby certify that I am the Secretary of Kiskimentas
Springs School ("Corporation") a corporation organized and existing under
the laws of the state of Pennsylvania, and that the following resolutions
were duly adopted at a meeting of the Board of Directors of the Corporation
held on December 13, 1996 at which meeting a quorum was present and voting:
RESOLVED
1) To open with PaineWebber Incorporated, its successor firms,
subsidiaries, correspondents or affiliates ("PaineWebber") a
brokerage account for the purchase and sale of securities and
other property. "Securities" means, but is not limited to, money,
stocks, bonds, options, including stock index options, interest
rate options, foreign currency options, and other securities and
property.
2) That the Corporate Officers named in the spaces below are
authorized to act on behalf of the Corporation with respect to
opening an account, to execute on behalf of the Corporation any
and all relevant documents, and to deal with PaineWebber in
connection with all aspects of said account singly, with no
limits as to the amount thereinafter called "Authorized Person".
(AT LEAST TWO TO BE DESIGNATED)
(1) John A. Pidegon, President
- ------------------------------------- ----------------------------
(Type Name and Title of Officer) (Signature of Officer)
(2) Alan J. Andreini, Chairman,
Finance Committee
- ------------------------------------- ----------------------------
(Type Name and Title of Officer) (Signature of Officer)
(3)
- ------------------------------------- ----------------------------
(Type Name and Title of Officer) (Signature of Officer)
(4)
- ------------------------------------- ----------------------------
(Type Name and Title of Officer) (Signature of Officer)
3) That PaineWebber is authorized to deal with each Authorized
Person, to accept all orders for purchases and sales and all
instructions given verbally or in writing by him or her on behalf
of the Corporation as the action of the Corporation without
further inquiry as to his or her authority: to receive any funds,
securities or other property for the account of the Corporation;
to honor written instructions from each Authorized Person to
deliver either in bearer form, in street certificates, in any
names or in any other manner any funds, securities or other
property held for the account of the Corporation; to extend loans
in connection with the maintenance of a margin account (if
applicable); to effect BankCard transactions in connection with
the Corporation's account (if applicable), including use of Bank
One's Line of Credit in connection with the MasterCard
BusinessCard or Gold MasterCard, to honor written instructions
from each Authorized Person to write checks against the
Corporation's account, and to send all confirmations, notices,
demands, statements and other communications to the Authorized
Person and to the Corporation, attention:
John A. Pidgeon, President
---------------------------------------------------------
(Insert name and position of officer and office location)
4) That any withdrawals of money, check writing, BankCard purchases
(if applicable) and other non-brokerage transactions including
but not limited to obtaining letters of credit and other types of
credit facilities made on behalf of the Corporation with
PaineWebber are ratified, confirmed and approved, and that
PaineWebber is authorized to rely upon the authority conferred by
these resolutions until PaineWebber receives a certified copy of
resolutions of the Corporation's Board of Directors revoking or
modifying these resolutions. In the event that PaineWebber, for
any reason, is uncertain as to the continuing effectiveness of
the authority conferred by these resolutions or any other
resolutions of the Corporation, PaineWebber may refrain from
taking any action with respect to this account until such time as
it is satisfied as to its authority and PaineWebber shall be
indemnified against and held harmless from any claims, demands,
expenses, loss or damage, including legal fees and costs,
resulting from or arising out of its refraining from taking any
action.
5) That the Corporation elects (check box A or B below):
|_| A. CASH ACCOUNT
OR
|X| B. MARGIN ACCOUNT
To open and maintain a margin account and execute a PaineWebber
margin agreement and certifies that the Corporation has full
power and authority pursuant to the charter and by-laws for the
purchase and sale (including short sales) of securities,
borrowing money in connection with the maintenance of a margin
account, repaying amounts borrowed and paying interest due
thereon.
6) That the Corporation also elects to open (check box A, B or C
below):
|_| A. BUSINESS SERVICES ACCOUNT (BSA)
OR
|_| B. RESOURCE MANAGEMENT ACCOUNT (RMA)
OR
|_| C. INTERNATIONAL RESOURCE MANAGEMENT ACCOUNT (IRMA) [and
execute relevant documents and certifies that the
Corporation has full power and authority pursuant to its
charter and by-laws to open and maintain a BSA/RMA/IRMA and
to affect any and all brokerage and non-brokerage
transactions in the Corporation's BSA/RMA/IRMA including but
not limited to the options selected below (check all boxes
that apply):
|_| 1) Check Writing Privilege and certifies that the
Corporation has full power and authority pursuant to
its charter and by-laws to write checks on the
BSA/RMA/IRMA in the manner described in the Disclosure
Document(s) as defined in the BSA/RMA/IRMA Agreement.
2) BankCard Privileges and elects (check one box only):
|_| a) MasterCard BusinessCard or Gold MasterCard with
margin account and certifies that the
Corporation has full power and authority
pursuant to its charter and by-laws to affect
cash advances and charges on the BSA/RMA/IRMA in
the manner described in the Disclosure
Document(s) as defined in the BSA/RMA/IRMA
Agreement; and that the Corporation has full
power and authority pursuant to its charter and
by-laws to open and maintain a margin account
and execute a PaineWebber margin agreement for
the purchase and sale [including short sales] of
securities, borrowing money in connection with
the maintenance of a margin account, repaying
amounts borrowed and paying interest due
thereon.
OR
|_| b) MasterCard BusinessCard or Gold MasterCard with
a Line of Credit and certifies that the
Corporation has full power and authority
pursuant to its charter and by-laws to affect
charges on the BSA/RMA/IRMA in the manner
described in the applicable Disclosure
Document(s) as defined in the BSA/RMA/IRMA
Agreement and to affect the borrowing of money
in connection with the maintenance of Bank One's
Line of Credit, repaying amounts borrowed and
paying interest due thereon.
ATTENTION TRANSFER AGENT
7) That any Authorized Person is fully authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver
any and all shares of stock, bonds, debentures, notes,
subscription warrants, stock purchase warrants, evidence of
indebtedness, or other securities now or hereafter standing in
the name of or owned by this Corporation, and to make, execute
and deliver, under the corporate seal of this Corporation or
otherwise, any and all written instruments of assignment and
transfer necessary or proper to effectuate the authority hereby
conferred.
8) That whenever there shall be annexed to any instrument of
assignment and transfer, executed pursuant to and in accordance
with the foregoing resolution, a certificate of the Secretary or
an Assistant Secretary of this Corporation in office at the date
of such certificate and such certificate shall set forth these
resolutions and shall state that these resolutions are in full
force and effect, and shall also set forth the names of the
persons who are then officers of this Corporation, then all
persons to whom such instrument with the annexed certificate
shall thereafter come, shall be entitled, without further inquiry
or investigation and regardless of the date of such certificate,
to assume and to set in reliance upon the assumption that the
shares of stock or other securities named in such instrument were
therefore duly and properly transferred, endorsed, sold,
assigned, set over and delivered by this Corporation, and that
with respect to such securities the authority of these
resolutions and of such officers is still in full force and
effect.
That the Secretary or an Assistant Secretary of the Corporation is
authorized and described to certify to PaineWebber that these resolutions
have been duly adopted, are in full force and effect and are in accordance
with the provisions of the charter and by-laws of the Corporation.
WITNESS my hand and the seal of the Corporation at ___________ this 13th
day of January, 1999.
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(SIGNATURE OF SECRETARY)
