UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NETSPEAK CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
------------------------------------
(Title of Class of Securities)
6411D5069
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(CUSIP Number)
CAROL FORSYTE
MOTOROLA, INC., 1303 EAST ALGONQUIN ROAD, SCHAUMBURG, IL 60196
(847) 576-7646
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
SEPTEMBER 13, 1999
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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 Rules 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).
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 ("Amendment") relates to the shares of common stock, par
value $.01 per share (the "Common Stock"), of Netspeak Corporation, a Florida
corporation (the "Company"). The Report on Schedule 13D filed by Motorola,
Inc., a Delaware corporation ("Motorola") dated May 1, 1998 (the "Motorola
Schedule 13D"), is hereby amended and supplemented as set forth below. All
capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Motorola Schedule 13D.
Item 2. Identity and Background
================================
Item 2 is amended and restated to read as follows:
(a) - (c) and (f) This Amendment is being filed by Motorola. Motorola's
principal executive offices are located at 1303 East Algonquin Road,
Schaumburg, IL 60196. Motorola is a global leader in providing integrated
communications solutions and embedded electronic solutions. These include:
(i) software-enhanced wireless telephone, two-way radio, messaging and
satellite communications products and systems, as well as networking and
Internet-access products, for consumers, network operators, and commercial,
government and industrial customers; (ii) embedded semiconductor solutions
for customers in the consumer, networking and computing, transportation and
wireless communications markets; and (iii) embedded electronic systems for
automotive, communications, imaging, manufacturing systems, computer and
consumer markets.
The names, business addresses and present principal occupations of the
directors and executive officers of Motorola are set forth in the attached
Appendix 1, which is incorporated herein by reference. To the best of
Motorola's knowledge, all directors and executive officers of Motorola are
citizens of the United States.
(d) - (e) Neither Motorola nor, to the best of Motorola's knowledge, any of
the directors or executive officers listed on Appendix 1 has been, during the
last five years, (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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, federal or state securities laws or finding any violation with
respect to such laws.
Item 4. Purpose of Transaction
===============================
Item 4 is amended and supplemented as follows:
On September 13, 1999, the License Agreement was amended (the "Amended
License Agreement") to reduce Motorola's remaining take or pay commitment for
the Company's products and services to $14 million from $27.5 million. This
commitment continues through the end of 2001. In addition, under the Amended
License Agreement, Motorola retains certain exclusive license rights in the
Company's products only when Motorola, with notice to the Company, funds
certain development activities related to the Company's products. The
Amended License Agreement requires Motorola to purchase a minimum of 33% of
the $14 million minimum commitment in the Company's products. In the event
of a Change of Control (as defined in the Amended License Agreement) of the
Company, any remaining Motorola minimum commitment will be waived by the end
of the then current quarter and the Company may, upon notice, discontinue
providing services or products to Motorola and terminate licenses to
Motorola.
As of the date hereof there are two (2) employees of Motorola, Stephen P.
Earhart, Senior Vice President and Corporate Director of Finance, and Scott
Poteracki, Vice President and Director of Finance, Motorola Internet and
Networking Group, serving on the Company's Board of Directors. Currently,
pursuant to the terms of the Voting Agreement, Motorola has the right to
designate a third designee to the Company's Board of Directors who shall be
reasonably satisfactory to the Company.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
=======================================================================
Item 6 is amended and supplemented as follows:
On September 13, 1999, the License Agreement was amended (the "Amended
License Agreement") to reduce Motorola's remaining take or pay commitment for
the Company's products and services to $14 million from $27.5 million. This
commitment continues through the end of 2001. In addition, under the Amended
License Agreement, Motorola retains certain exclusive license rights in the
Company's products only when Motorola, with notice to the Company, funds
certain development activities related to the Company's products. The
Amended License Agreement requires Motorola to purchase a minimum of 33% of
the $14 million minimum commitment in the Company's products. In the event
of a Change of Control (as defined the Amended License Agreement ) of the
Company, any remaining Motorola minimum commitment will be waived by the end
of the then current quarter and the Company may, upon notice, discontinue
providing services or products to Motorola and terminate licenses to
Motorola.
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: September 28, 1999 Motorola, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President
& Chief Financial Officer
1
APPENDIX 1
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MOTOROLA
The following table sets forth the name, business address, and
principal occupation or employment at the present time for each
director and executive officer of Motorola. Unless otherwise noted,
each such person is a citizen of the United States. In addition, unless
otherwise noted, each such person's business address is 1303 East
Algonquin Road, Schaumburg, Illinois 60196.
DIRECTORS OF MOTOROLA, INC.
Gary L. Tooker....Vice Chairman of the Board of Directors of Motorola,
Inc.
Christopher B. Galvin....Chairman of the Board and Chief Executive
Officer, Motorola, Inc.
Robert W. Galvin....Chairman of the Executive Committee, Motorola, Inc.
Robert L. Growney....President and Chief Operating Officer, Motorola,
Inc.
Ronnie C. Chan....Chairman, Hang Lung Development Group. His business
address is: Hang Lung Development Company Limited, 28/F Standard
Chartered Bank Building, 4 Des Voeux Road Central, Hong Kong.
H. Laurance Fuller....Co-Chairman, BP Amoco, p.l.c. His business
address is: BP Amoco, p.l.c., 200 East Randolph Street, Chicago, IL
60601.
Anne P. Jones....Consultant. Her business address is: 5716 Bent Branch
Road, Bethesda, MD 20816.
Donald R. Jones....Retired; formerly Chief Financial Officer, Motorola,
Inc. His business address is: 182 Old Wick Lane, Inverness, IL 60067.
Judy C. Lewent....Senior Vice President and Chief Financial Officer,
Merck & Co., Inc. Her business address is: Merck & Co., Inc., One Merck
Drive, Whitehouse Station, NJ 08889.
Dr. Walter E. Massey....President of Morehouse College. His business
address is: Morehouse College, 830 Westview Drive, SW, Atlanta, GA
30314.
Nicholas Negroponte....Director of Media Laboratory of Massachusetts
Institute of Technology. His business address is: Massachusetts
Institute of Technology Media Lab, 20 Ames St. E15-210, Cambridge, MA
02139.
John E. Pepper, Jr....Chairman of the Board, Procter & Gamble Co. His
business address is: Procter & Gamble Co., One Procter & Gamble Plaza,
Cincinnati, OH 45202.
Samuel C. Scott III....President and Chief Operating Officer, Corn
Products International. His business address is: CPC International,
Inc. 6500 Archer Road, Summit-Argo, IL 60501.
B. Kenneth West....Senior Consultant for Corporate Governance to
Teachers Insurance and Annuity Association-College Retirement Equities
Fund. His business address is: Harris Bankcorp, Inc. P.O. Box 775,
Chicago, IL 60609.
Dr. John A. White....Chancellor, University of Arkansas. His business
address is: University of Arkansas, 425 Administration Building,
Fayetteville, AR 72701.
EXECUTIVE OFFICERS OF MOTOROLA (WHO ARE NOT ALSO DIRECTORS OF MOTOROLA)
Keith J. Bane....Executive Vice President and President, Global
Strategy and Corporate Development.
Robert L. Barnett....Executive Vice President and President,
Commercial, Government and Industrial Solutions Sector, Communications
Enterprise.
Arnold S. Brenner....Executive Vice President and President, Global
Government Relations and Standards.
Glenn A. Gienko....Executive Vice President and Motorola Director of
Human Resources.
Merle L. Gilmore....Executive Vice President and President,
Communications Enterprise.
Joseph M. Guglielmi....Executive Vice President and President,
Integrated Electronic Systems Sector.
Bo Hedfors....Executive Vice President and President, Network Solutions
Sector, Communications Enterprise.
Carl F. Koenemann....Executive Vice President and Chief Financial
Officer.
Ferdinand C. Kuznik....Executive Vice President and President, Motorola
Europe, Middle East, and Africa.
A. Peter Lawson....Executive Vice President, General Counsel and
Secretary.
James A. Norling....Executive Vice President and President, Personal
Communications Sector, Communications Enterprise and Deputy to the
Chief Executive Office.
Hector Ruiz....Executive Vice President and President, Semiconductor
Products Sector.
C. D. Tam....Executive Vice President and President, Asia Pacific
Region.
Frederick T. Tucker....Executive Vice President and Deputy to the Chief
Executive Office.
Richard W. Younts....Executive Vice President and Senior Advisor on
Asian Affairs.
