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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. _____)*
SHOWSCAN ENTERTAINMENT, INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- ---------------------------------------------------------------------------
(Title of Class of Securities)
8253 97102
----------
(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)
January 13, 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. 8253 97102
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 427,166
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 36,500
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 427,166
10 SHARED DISPOSITIVE POWER
36,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,666
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SCHEDULE 13D
------------
This Statement on Schedule 13D reflects information as of July 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 $.001 per share (the "Common Stock"), of Showscan
Entertainment, Inc. (the "Issuer"). The principal executive offices of the
Issuer are located at 3939 Landmark Street, Culver City, CA 90232.
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, and (ii) by persons for whom the
Reporting person currently exercises trading authority. This Statement also
includes certain information about ownership of Common Stock by persons for
whom the Reporting Person previously exercised trading authority. The
Reporting Person is currently authorized to exercise trading and voting
authority over: (i) the account of the Kiskiminetas Springs School (the
"School") at PaineWebber; (ii) the account of The Andreini Foundation, a
not-for-profit corporation (the "Foundation"); (iii) the account of John D.
Andreini and Blanche M. Andreini at Cheevers Hand & Angeline, Inc. (the
"Parents"); and (iv) an account at Piper Jaffray, Inc. for the benefit of
Alan J. Andreini Jr. (the "Son"), under Illinois Uniform Transfers to
Minors Act. The Reporting Person is currently authorized to exercise
trading (but not voting) authority over (i) the account of Giovane Ltd.
("Giovane") at Piper Jaffray, Inc. and (ii) the account of Rachel Bauer
("Bauer"), at Piper Jaffray, Inc. 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. In addition, from
August 10, 1997 to March 10, 1999 the Reporting Person was authorized to
exercise trading authority over the account of Janice Fuellhart; 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 each of the
Individuals during the respective periods described above because the
Reporting Person shared investment power during such respective periods in
respect of the shares of Common Stock held 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 have been the
beneficial owner of the Common Stock previously held by the School in its
account at PaineWebber and of the Common Stock held in the Parents' account
because the Reporting Person shares investment and voting power over such
accounts; (iv) may be deemed to be the beneficial owner of the Common Stock
held by the Foundation and the Common Stock held by the Son because the
Reporting Person has sole investment and voting power in respect of such
Common Stock; and (v) may be deemed to have been the beneficial owner of
the Common Stock previously held by Giovane and Bauer because the Reporting
Person shares investment power over their accounts. 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 the School, the Foundation, the
Parents, the Son, Giovane, Bauer, and each Individual were acquired using
the funds of such persons. None of the shares acquired by the Reporting
Person for his own account or for the accounts of others were acquired with
borrowed funds. The aggregate purchase price, including mark-ups, paid for
the shares of Common Stock acquired by the Reporting Person for his own
account (without giving effect to any subsequent sales of those shares) was
$900,750.80. The aggregate purchase price, including markups, paid by the
School, the Parents, the Foundation, the Son, Giovane, Bauer, and the
Individuals for the Common Stock purchased during the respective periods
when the Reporting Person exercised trading authority (without giving
effect to any subsequent sales of those shares) was $963,875.28.
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 July 2, 1999, the Reporting Person held for his own account
383,000 shares of Common Stock of the Issuer, representing approximately
6.8% of the Issuer's outstanding Common Stock, the Foundation held 41,000
shares of Common Stock, representing approximately 0.7% of the Issuer's
outstanding Common Stock, the Son's account held 3,166 shares of Common
Stock, representing approximately 0.06 % of the Issuer's outstanding Common
Stock, the Parents' held 36,500 shares of Common Stock, representing
approximately 0.7% of the Issuer's outstanding Common Stock, the School
held 0 shares of Common Stock in its account at PaineWebber, Giovane held 0
shares of Common Stock, and Bauer held 0 shares of Common Stock. (The
foregoing percentages are, in each case, based on there being 5,642,058
shares of Common Stock currently outstanding as reported in the Form 10-Q
of the Issuer filed on February 16, 1999).
As of February 22, 1999, the School held 0 shares of Common Stock in
its account at Piper Jaffray, Inc. As of March 10, 1999, Janice Fuellhart
held 0 shares of Common Stock; and Kendra Goldenway held 0 shares of Common
Stock.
(b) (i) As of July 2, 1999, the Reporting Person has the sole power to
vote and the sole power to dispose of (a) 383,000 shares of Common Stock
held by the Reporting Person for his own account, (b) 41,000 shares of
Common Stock held in the account of the Foundation, and (c) 3,166 shares of
Common Stock held in the account of the Son. Therefore, as of July 2, 1999,
the Reporting Person had the sole power to vote and dispose of 427,166
shares of Common Stock.
As of July 2, 1999, the Reporting Person has shared power to dispose
of and shared power to vote 36,500 shares of Common Stock (which shares of
Common Stock are held in the account of the Parents).
During the respective periods set forth in Item 2(a) when the
Reporting Person exercised trading authority over the account of each of
the Individuals, the Reporting Person shared power to dispose of shares of
Common Stock held in the account of each Individual. During the period set
forth in Item 2(a), when 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 Individual, the Reporting Person shared dispositive power with such
party. The business address, principal occupation and citizenship of the
Individuals, and the name, principal business and address of, such
Individual's employer, is as follows;
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
person with whom the Reporting Person shared dispositive and voting power
over the Common Stock held in the account of the 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
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 Kiskimentas
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
person with whom the Reporting Person shares dispositive and voting power
over the Common Stock held in the account of the 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
The information required by Item 2 of Schedule 13D for each person
with whom the Reporting Person shares dispositive power over the Common
Stock held in the account of Giovane is as follows:
Giovane Ltd.:
State of Organization: New York
Principal Business: Manufacturer of Jewelry
Address of Principal 30 Rockerfeller Plaza
Business/Principal Room 4330
Office: New York, NY 10020
The information required by Item 2 of Schedule 13D for each person with
whom the Reporting Person shares dispositive power over the Common Stock
held in the account of Bauer is as follows:
Rachel Bauer
Principal Occupation:: Jewelry sales
Address: 30 Rockerfeller Plaza
Room 4330
New York, NY 10020
Citizenship: United States
The address, principal occupation and citizenship of Blanche M.
Andreini, with whom the Reporting Person shares dispositive and voting
power over the Common Stock held in the account of John D. Andreini and
Blanche M. Andreini (John D. Andreini died in April 1998) is as follows:
Address: 6145 Beaconwood Road
Lake Worth, Florida 33467-6803
Principal Occupation: Retired
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 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.
(d) During the respective periods when the Reporting Person had
trading authority over the accounts of the School at Piper Jaffray, Inc.
and each Individual, the School and each 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. The School has 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 the PaineWebber account. The Foundation, Giovane, and Bauer,
respectively, have 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 their accounts at Piper Jaffray, Inc., and Blanche M. Andreini has the
right to receive, and has power to direct the receipt of dividends from,
and the proceeds from the sale of, the Common Stock held in the Parent's
account. The Son has the right to receive dividends from, and the proceeds
from the sale of, the Common Stock held in the Son's account at Piper
Jaffray, Inc., in accordance with Illinois Uniform Transfers to Minors Act.
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 is or was
authorized to buy, sell and trade in securities for the account of Giovane,
Bauer, and 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 their
respective accounts at Piper Jaffray, Inc. 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. Pursuant to an authorization, a copy
of which is attached hereto as Exhibit 4, the Reporting Person is
authorized to act on behalf of the Parents in connection with the Parents'
account at Cheevers Hand & Angeline, Inc. The Reporting Person is the
custodian of the Son's account at Piper Jaffray, Inc., which was
established by the Reporting Person under the Illinois Uniform Transfers to
Minors Act with standard Piper Jaffray, Inc. account agreements. Each of
such accounts (other than the Individuals, Giovane, Bauer, the School at
Piper Jaffray, Inc., and the School at Paine Webber) 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 a margin account at Piper
Jaffray, Inc 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. The shares of Common Stock held in the account of
the Foundation, the School and the Parents are held, and the shares of
Common Stock held in the accounts of Giovane, Bauer, and the Individuals
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:
Giovane Ltd., dated March 5, 1997
Rachel Bauer, dated February 28, 1997
Janice Fuellhart, dated August 10, 1997
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.
99.4. EXHIBIT 4 - Authorization in respect of the account of John
D. Andreini and Blanche M. Andreini, dated February 1, 1997.
<PAGE>
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: July 2, 1999
/s/ Alan J. Andreini
---------------------------------
Alan J. Andreini
<PAGE>
APPENDIX A
TRANSACTIONS FOR ACCOUNT OF ALAN J. ANDREINI PRES. & COO.
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
11/15/96 PURCHASE 5,000 5.5000
01/07/97 PURCHASE 5,000 4.1250
04/10/97 PURCHASE 5,000 2.7500
04/10/97 PURCHASE 2,500 2.8750
04/11/97 PURCHASE 2,500 2.8750
04/14/97 PURCHASE 2,500 2.8750
04/14/97 PURCHASE 2,500 2.8750
04/14/97 PURCHASE 5,000 2.9375
04/14/97 PURCHASE 5,000 2.9375
04/15/97 PURCHASE 5,000 2.9375
04/15/97 PURCHASE 5,000 2.9375
04/17/97 PURCHASE 5,000 2.6875
04/17/97 PURCHASE 5,000 2.7500
07/10/97 PURCHASE 1,500 2.6250
09/05/97 PURCHASE 10,000 2.6250
09/08/97 PURCHASE 5,000 2.7500
09/08/97 PURCHASE 5,000 2.7500
09/08/97 PURCHASE 5,000 2.7500
09/08/97 PURCHASE 5,000 2.7500
09/08/97 PURCHASE 5,000 2.6250
09/11/97 PURCHASE 3,000 2.8750
09/11/97 PURCHASE 2,000 2.9375
09/12/97 PURCHASE 4,000 2.9375
09/12/97 PURCHASE 1,000 2.8750
09/19/97 PURCHASE 5,000 3.0000
09/22/97 PURCHASE 5,000 3.0000
09/24/97 PURCHASE 10,000 3.1250
09/25/97 PURCHASE 5,000 3.1250
09/25/97 PURCHASE 5,000 3.1250
09/25/97 PURCHASE 5,000 3.1250
09/26/97 PURCHASE 5,000 3.1250
09/30/97 PURCHASE 5,000 3.1250
10/01/97 PURCHASE 3,500 3.0000
10/14/97 PURCHASE 5,000 3.2500
10/14/97 PURCHASE 5,000 3.2500
10/14/97 PURCHASE 5,000 3.2500
10/14/97 PURCHASE 5,000 3.2500
10/15/97 PURCHASE 5,000 3.2500
10/15/97 PURCHASE 5,000 3.2500
10/17/97 PURCHASE 1,000 3.1250
10/20/97 PURCHASE 1,000 3.3750
10/22/97 PURCHASE 5,000 3.2500
10/23/97 PURCHASE 1,000 3.1250
10/24/97 PURCHASE 1,000 3.0625
10/29/97 PURCHASE 1,000 3.0000
10/29/97 PURCHASE 1,000 3.0000
10/30/97 PURCHASE 1,000 2.9375
10/30/97 PURCHASE 1,000 3.0000
10/30/97 PURCHASE 5,000 2.8750
10/30/97 PURCHASE 1,000 2.9375
10/30/97 PURCHASE 4,000 3.0000
10/31/97 PURCHASE 1,000 3.0625
10/31/97 PURCHASE 10,000 3.0312
11/03/97 PURCHASE 3,000 2.8750
11/03/97 PURCHASE 5,000 3.0000
11/03/97 PURCHASE 5,000 3.0000
11/04/97 PURCHASE 1,000 3.0625
11/04/97 PURCHASE 5,000 3.0000
11/05/97 PURCHASE 7,000 3.0000
11/11/97 PURCHASE 1,000 3.0000
11/14/97 PURCHASE 1,000 2.7500
11/17/97 PURCHASE 1,000 2.6875
11/19/97 PURCHASE 2,000 2.6250
11/20/97 PURCHASE 5,000 2.6250
11/21/97 PURCHASE 1,000 2.6250
11/28/97 PURCHASE 2,000 2.3750
11/28/97 PURCHASE 3,000 2.3750
12/01/97 PURCHASE 4,000 2.3750
12/02/97 PURCHASE 1,000 2.3750
12/03/97 PURCHASE 100 2.3750
12/05/97 PURCHASE 100 2.5000
12/05/97 PURCHASE 100 2.3750
12/05/97 PURCHASE 1,000 2.5000
12/08/97 PURCHASE 2,000 2.5000
12/09/97 PURCHASE 1,000 2.0000
12/09/97 PURCHASE 4,000 2.1250
12/10/97 PURCHASE 3,000 1.6875
12/11/97 PURCHASE 100 1.7500
12/15/97 PURCHASE 100 1.6875
03/26/98 PURCHASE 10,000 1.1250
03/30/98 PURCHASE 100 1.1875
10/22/98 PURCHASE 383,000 0.1000
12/24/98 SOLD 50,000 0.0762
12/28/98 SOLD 100,000 0.0591
12/30/98 SOLD 100,000 0.0440
12/31/98 SOLD 95,000 0.0445
12/31/98 SOLD 30,000 0.0550
12/31/98 SOLD 17,600 0.0500
12/31/98 SOLD 10,000 0.0550
01/01/99 SOLD 10,000 0.0700
01/01/99 SOLD 20,000 0.0600
<PAGE>
APPENDIX B
TRANSACTIONS FOR PIPER JAFFRAY ACCOUNT OF KISKIMINETAS SPRINGS SCHOOL
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
01/07/97 Purchase 7,000 4.1250
01/20/97 Purchase 10,000 4.5000
02/03/97 Purchase 2,500 4.0000
04/08/97 Purchase 7,000 2.3750
04/10/97 Purchase 2,500 3.0000
04/11/97 Purchase 2,500 2.8750
04/17/97 Purchase 10,000 2.7300
04/18/97 Purchase 2,500 2.8125
04/21/97 Purchase 5,000 2.6250
04/28/97 Purchase 10,000 2.3750
06/30/97 Purchase 3,000 2.5000
07/07/97 Purchase 2,000 2.5000
07/08/97 Purchase 2,000 2.5000
07/09/97 Purchase 2,000 2.6250
07/09/97 Purchase 2,000 2.6250
07/09/97 Purchase 2,000 2.6250
07/09/97 Purchase 2,500 2.6250
07/10/97 Purchase 3,000 2.6250
07/10/97 Purchase 2,000 2.6250
07/10/97 Purchase 2,500 2.6250
07/11/97 Purchase 1,000 2.6250
08/28/97 Purchase 5,000 2.3750
08/28/97 Purchase 5,000 2.3750
08/29/97 Purchase 10,000 2.5000
08/29/97 Purchase 10,000 2.5000
08/29/97 Purchase 10,000 2.5000
09/01/97 Purchase 17,000 2.3125
09/05/97 Purchase 5,000 2.6250
09/30/97 Purchase 5,000 3.1250
10/01/97 Purchase 7,000 3.0000
10/03/97 Purchase 5,000 3.0000
10/06/97 Purchase 5,000 3.0000
10/10/97 Purchase 5,000 3.1250
11/04/97 Purchase 5,000 3.0625
12/30/97 Purchase 2,000 1.1250
12/31/97 Purchase 2,000 1.0625
12/31/97 Purchase 3,000 1.0625
12/31/97 Purchase 2,000 1.0625
01/07/98 Purchase 2,000 1.4375
01/07/98 Purchase 2,000 1.4375
01/08/98 Purchase 3,000 1.5000
01/09/98 Purchase 2,000 1.5000
01/20/98 Purchase 2,000 1.5000
01/20/98 Purchase 2,000 1.5000
01/20/98 Purchase 3,000 1.5000
01/22/98 Purchase 3,000 1.4375
01/22/98 Purchase 2,000 1.5000
01/22/98 Purchase 1,000 1.5000
01/22/98 Purchase 4,000 1.6250
01/22/98 Purchase 1,500 1.5000
01/23/98 Purchase 5,000 1.7500
01/23/98 Purchase 5,000 1.7500
01/30/98 Purchase 1,000 1.7500
02/05/98 Purchase 500 1.6875
03/09/98 Purchase 5,000 1.3125
03/26/98 Purchase 15,000 1.1250
03/28/98 Purchase 15,000 1.1250
03/27/98 Purchase 10,000 1.1250
04/22/98 Purchase 5,000 0.8125
10/22/98 Sold 383,000 0.1000
<PAGE>
APPENDIX B-1
TRANSACTIONS FOR PAINEWEBBER ACCOUNT OF KISKIMINETAS SPRINGS SCHOOL
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
01/17/97 Purchase 5,000 4.5000
01/21/97 Purchase 10,000 4.2500
01/29/97 Purchase 5,000 4.3750
02/09/99 Sold 5,000 0.1700
02/09/99 Sold 10,000 0.1563
02/09/99 Sold 35,000 0.1300
<PAGE>
APPENDIX C
TRANSACTIONS FOR ACCOUNT OF JOHN D. ANDREINI AND BLANCHE M. ANDREINI
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
11/04/98 Purchase 10,000 0.2200
11/04/98 Purchase 10,000 0.2000
11/17/98 Purchase 16,500 0.2900
12/22/98 Sold 36,500 0.0900
<PAGE>
APPENDIX D
TRANSACTIONS FOR ACCOUNT OF THE ANDREINI FOUNDATION
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
12/23/97 Purchase 2,000 1.1875
12/23/97 Purchase 3,000 1.1875
12/24/97 Purchase 5,000 1.1250
12/24/97 Purchase 1,000 1.1250
12/26/97 Purchase 2,000 1.0625
12/26/97 Purchase 3,000 1.0625
12/26/97 Purchase 5,000 1.1250
12/30/97 Purchase 2,000 1.2500
12/30/97 Purchase 2,000 1.2500
12/30/97 Purchase 2,000 1.2500
12/30/97 Purchase 2,000 1.1250
01/08/98 Purchase 2,000 1.4375
01/12/98 Purchase 2,000 1.5000
01/14/98 Purchase 2,000 1.5000
01/14/98 Purchase 2,000 1.5000
01/15/98 Purchase 2,000 1.5000
01/20/98 Purchase 2,000 1.5000
<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 12,000 3.0000
10/14/97 Purchase 3,000 3.2500
01/27/98 Purchase 5,000 1.6250
12/16/98 Sold 20,000 0.1300
<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 1.7500
12/26/97 Purchase 2,000 1.0625
12/26/97 Purchase 3,000 1.1250
01/13/98 Purchase 2,000 1.5000
01/15/98 Purchase 2,000 1.5000
01/15/98 Purchase 3,000 1.5000
01/16/98 Purchase 750 1.5000
01/16/98 Purchase 250 1.5000
12/10/98 Sold 13,000 0.1000
12/10/98 Sold 5,000 0.1200
<PAGE>
APPENDIX G
TRANSACTIONS FOR ACCOUNT OF GIOVANE
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
05/22/97 Purchase 2,000 2.5000
05/27/97 Purchase 3,000 2.5625
06/05/97 Purchase 3,000 2.3125
06/24/97 Purchase 2,000 2.7500
06/25/97 Purchase 2,000 2.7500
06/27/97 Purchase 1,000 2.6250
03/09/98 Sold 13,000 1.3125
<PAGE>
APPENDIX H
TRANSACTIONS FOR ACCOUNT OF BAUER
TYPE OF PURCHASE PRICE
TRADE DATE TRANSACTION QUANTITY IN U.S. DOLLARS
- ----------------------------------------------------------------------
02/10/97 Purchase 2,000 4.2500
04/07/97 Purchase 2,000 2.6250
04/07/97 Purchase 2,000 2.6250
04/08/97 Purchase 2,000 2.6250
06/06/97 Purchase 2,000 2.3750
07/11/97 Purchase 2,000 2.7500
10/02/97 Purchase 250 3.0000
01/16/98 Purchase 750 1.5000
06/11/98 Sold 7,500 0.5000
06/12/98 Sold 5,500 0.5000
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.
----------------------------- ------------
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, 1997.
-------------------------------------
(SIGNATURE OF SECRETARY)
Exhibit 99.4
FAX TRANSMITTAL 539-030775
# Pages 1
- ---------------
TO Kenya/Dean
CO.____________
DEPT__________
FAX#__________
- ---------------
FROM Diane
CO. Cheevers,
Hand & Angeline,
Inc.
PHONE
#[illegible]
FAX
#[illegible]
- ---------------
FULL TRADING AUTHORIZATION WITH PRIVILEGE TO
WITHDRAW MONEY AND/OR SECURITIES
The undersigned hereby authorizes Alan Andreini (whose signature
appears below) as his agent and attorney in fact to buy, sell (including
short sales) and trade in stocks, bonds, options contracts and any other
securities and/or commodities and/or contracts relating to the same on
margin or otherwise in accordance with your terms and conditions for the
undersigned's account and risk and in the undersigned's name, or number on
your books. In addition, the undersigned hereby specifically authorizes the
aforesaid agent to make transactions which would result in uncovered short
positions in options contracts or in the uncovering of any existing short
position in options contracts. The undersigned hereby agrees to indemnify
and hold you harmless from and to pay you promptly on demand any and all
losses arising therefrom or debt balance due thereon.
You are authorized to follow the instructions of Alan Andreini in
every respect concerning the undersigned's account with you, and make
deliveries of securities and payment of moneys to him or as he may order
and direct. In all matters and things aforementioned, as well as in all
other things necessary or incidental to the furtherance or conduct of the
account of the undersigned, the aforesaid agent and attorney in fact is
authorized to act for the undersigned and in the undersigned's behalf in
the same manner and with the same force and effect as the undersigned might
or could do.
The undersigned hereby ratifies and confirms any and all transactions
with you heretofore or hereafter made by the aforesaid agent or for the
undersigned's account.
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 the undersigned and your firm.
This authorization and indemnity is also a continuing one and shall
remain in full force and effect until revoked by the undersigned by a
written notice addressed to you and delivered to your office at
___________________, but 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.
Dated: 2/1/97
-------------------------------------------
(City) (State)
SIGNATURE OF AUTHORIZED AGENT
/s/ Alan J. Andreini
-----------------------------
VERY TRULY YOURS,
/s/ John A. Andreini
/s/ Blanche M. Andreini"
- -----------------------
