UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NETSPEAK CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(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)
AUGUST 24, 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 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. 2 TO SCHEDULE 13D
This Amendment No. 2 ("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 as
amended by Amendment No. 1 dated September 28, 1999 (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 networking, transportation, wireless communications and
imaging and entertainment markets; (iii) embedded electronic systems for
automotive, communications, imaging, manufacturing systems, computer and
industrial markets; and (iv) digital and analog systems and set-top
terminals for broadband cable television operators.
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 except as described on Appendix 1.
(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 August 24, 2000, the Voting Agreement was amended (the "Amended Voting
Agreement") to provide that Motorola will only have the right to designate
one (1) designee instead of up to three (3) designees to the Company's
Board of Directors, who shall be reasonably satisfactory to the Company,
provided that Motorola beneficially owns more than 7% of the Company's
outstanding Common Stock. At each subsequent annual or special meeting of
shareholders of the Company at which directors are to be elected, the
Company shall nominate and use its best efforts to cause Motorola nominees
to be elected.
The above is a summary of the Amended Voting Agreement. This summary is
not a complete description of the terms and conditions thereof and is
qualified in its entirety by reference to the full text thereof, which is
incorporated by reference and a copy of which has been filed as an exhibit
to this Amendment.
Effective August 24, 2000 the Company elected Mark Borota, Senior Vice
President and General Manager, Core Networks Group of Motorola to serve as
a designee of Motorola on the Company's Board of Directors pursuant to the
terms of the Amended Voting Agreement. Stephen P. Earhart, Senior Vice
President and Corporate Director of Finance of Motorola, and Scott
Poteracki, formerly Vice President and Director of Finance, Motorola
Internet and Networking Group, have resigned from the Company's Board of
Directors. As of August 24, 2000 there is one Motorola employee serving on
the Company's Board of Directors.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Item 6 is amended and supplemented as follows:
On August 24, 2000, the Voting Agreement was amended to provide that
Motorola will only have the right to designate one (1) designee instead of
up to three (3) designees to the Company's Board of Directors, who shall be
reasonable satisfactory to the Company, provided that Motorola beneficially
owns more than 7% of the Company's outstanding Common Stock. At each
subsequent annual or special meeting of shareholders of the Company at
which directors are to be elected, the Company shall nominate and use its
best efforts to cause Motorola nominees to be elected.
The above is a summary of the Amended Voting Agreement. This summary is
not a complete description of the terms and conditions thereof and is
qualified in its entirety by reference to the full text thereof, which is
incorporated by reference and a copy of which has been filed as an exhibit
to this Amendment.
Item 7. Material to be filed as Exhibits
Item 7 is amended by adding the following as an exhibit.
Exhibit Description
Exhibit 4.3(a) Amendment dated August 24, 2000 to Voting Agreement dated
March 18, 1998 among Motorola, the Company and management
shareholders.
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 5, 2000 Motorola, Inc.
By: /s/ Carl F. Koenemann
Name: Carl F. Koenemann
Title: Executive Vice President
& Chief Financial Officer
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.
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. Mr. Chan is a U.S.
citizen residing in Hong Kong.
H. Laurance Fuller.... Retired; formerly 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.
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 the Massachusetts Institute of
Technology Media Laboratory. 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.
Gary L. Tooker.... Retired; formerly Chairman of the Board of Directors of
Motorola, Inc.
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.
Edward D. Breen.... Executive Vice President and President, Broadband
Communications Sector, Communications Enterprise.
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, Global Telecom
Solutions Sector, Communications Enterprise. Mr. Hedfors is a citizen of
Sweden.
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.
Dennis A. Roberson.... Senior Vice President and Chief Technology Officer.
C. D. Tam.... Executive Vice President and President, Asia Pacific Region.
Mr. Tam is a citizen of Hong Kong and a permanent resident in the United
States.
Frederick T. Tucker.... Executive Vice President, Deputy to the Chief
Executive Office and President, Semiconductor Products Sector.
Mike S. Zafirovski.... Executive Vice President and President, Personal
Communications Sector.
