UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
GEOTEK COMMUNICATIONS, INC.
------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
--------------------------------
(Title of Class of Securities)
373654102
---------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 1998
---------------------------------
(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 which 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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) 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 disclosure
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).
Continued on following page(s)
Page 1 of 17 Pages
<PAGE>
Page 2 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG INVESTMENTS-III, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,633,701
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,633,701
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.17%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 3 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C RIG CO.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,633,70/1/
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,633,701
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,633,701/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
16.17%/1/
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 4 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 2,438,904
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,438,904
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,438,904/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.34%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 5 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 2,438,904
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,438,904
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,438,904/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.34%/1/
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 6 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
Number of 1,768,285
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,768,285
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,768,285/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
1.69%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 7 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 884,107
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 884,107
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
884,107/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
0.85%/1/
14 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 8 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 2,652,392
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,652,392
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,392/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.54%/1/
14 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 9 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 2,652,392
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 2,652,392
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,392/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
2.54%/1/
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 10 of 17 Pages
SCHEDULE 13D
CUSIP No. 373654102
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 23,964,997
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 23,964,997
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
23,964,997/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
20.66%/1/
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- -------------
1. See Item 5. This number does not include certain securities of the Issuer of
which the Reporting Person has the right to acquire under certain circumstances.
<PAGE>
Page 11 of 17 Pages
This Amendment No. 14 to Schedule 13D relates to the shares of common
stock, $0.01 par value (the "Shares"), of Geotek Communications, Inc. (the
"Issuer"). This Amendment No. 14 supplementally amends the initial statement on
Schedule 13D dated November 9, 1993 and all subsequent amendments thereto
(collectively, the "Initial Statement"). This Amendment No. 14 is being filed by
the Reporting Persons to report that certain of the Reporting Persons have
received Shares as a result of converting a portion of their Series P Stock
pursuant to the provisions of the Certificate of Designation of the Series P
Stock. As a result, the percentage of Shares of which certain of the Reporting
Persons may be deemed the beneficial owner has increased by more than one
percent. Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Initial Statement. The Initial Statement is
supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons set forth below converted a portion of their
Series P Stock into Shares pursuant to the provisions of the Certificate of
Designation of Series P Stock, and received such Shares on May 11, 1998:
(i) S-C Rig III converted 90 shares of Series P Stock into
4,525,890 Shares;
(ii) Winston L.P. converted 30 shares of Series P Stock into
1,508,630 Shares;
(iii) Winston LDC converted 20 shares of Series P Stock into
1,005,753 Shares; and
(iv) Winston LLC converted 10 shares of Series P Stock into
502,877 Shares.
Item 5. Interest in Securities of the Issuer.
(a) (i) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which each of S-C Rig III and the General Partner may be deemed a
beneficial owner is 18,633,701 (approximately 16.17% of the total number of
Shares which would be outstanding assuming the exercise or conversion by S-C Rig
III of all of the convertible securities held for its account, except for the
Series P Stock not herein reported as being converted). This number consists of
(i) 4,444,450 Shares issuable upon conversion of the Series H shares, (ii)
851,064 Shares issuable upon conversion of the Series I Shares, (iii) 621,000
Shares issuable upon the exercise of the 621,000 Warrants, (iv) 4,210,526 Shares
issuable upon exercise of the April Warrant, (v) 340,909 Shares issuable upon
conversion of the Series N Shares held for the account of S-C Rig III, (vi)
112,500 Shares issuable upon exercise of the June Warrants held for the account
of S-C Rig III, (vii) 510,000 Shares issuable upon exercise of the 510,000
Series P Initial Warrants and (viii) 7,543,252 Shares held for the account of
S-C Rig III.
<PAGE>
Page 12 of 17 Pages
As reported in Amendment No. 10 to the Initial Statement on Schedule
13D filed by the Reporting Persons, the number of Shares into which the Series P
Stock is convertible depends, in part, on the "Average Stock Price" (as such
term is defined in Amendment No. 10) of the Shares. For the purposes of the
remainder of this Item 5, in determining the number of Shares into which the
remaining Series P Stock will be convertible, an assumption has been made that
the Average Stock Price is $1.00000 per Share. This price approximates the
recent trading price of Shares. Based on this price, which fluctuates on a daily
basis and is only an estimate for the purposes of this filing, each share of
remaining Series P Stock would be convertible into approximately 50,000 Shares.
Assuming the conversion of all of the remaining Series P Stock held
for the account of S-C Rig III, the aggregate number of Shares of which each of
S-C Rig III and the General Partner may be deemed a beneficial owner is
21,633,701 (approximately 18.30% of the total number of Shares which would be
outstanding assuming the exercise or conversion by S-C Rig III of all of the
convertible securities held for its account). This number assumes the conversion
of 60 shares of Series P Stock into approximately 3,000,000 Shares.
(ii) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which each of Winston L.P. and CFM may be deemed a beneficial owner is
2,438,904 (approximately 2.34% of the total number of Shares which would be
outstanding assuming the exercise or conversion of all convertible securities
held for the account of Winston L.P., except for the Series P Stock not herein
reported as being converted). This number consists of (i) the 170,000 Shares
issuable upon the exercise of the 170,000 Series P Initial Warrants held for the
account of Winston L.P. and (ii) 2,268,904 Shares held for the account of
Winston L.P.
Based on the assumptions set forth above with respect to the Series P
Stock, assuming the conversion of all of the remaining Series P Stock held for
the account of Winston L.P., the aggregate number of Shares of which each of
Winston L.P. and CFM may be deemed a beneficial owner is 3,438,904
(approximately 3.27% of the total number of Shares which would be outstanding
assuming the exercise or conversion by Winston L.P. of all of the convertible
securities held for its account). This number assumes the conversion of 20
shares of Series P Stock into approximately 1,000,000 Shares.
(iii) Excluding the remaining Series P Stock held by the
Reporting Persons after the conversion referred to in Item 3, the aggregate
number of Shares of which Winston LDC may be deemed a beneficial owner is
1,768,285 (approximately 1.69% of the total number of Shares which would be
outstanding assuming the exercise or conversion of all convertible securities
held for the account of Winston LDC, except for the Series P Stock not herein
reported as being converted). This number consists of (i) 75,818 Shares issuable
upon conversion of the Series N Shares held for its account, (ii) 25,020 Shares
issuable upon exercise of the June Warrants held for its account, (iii) 113,333
Shares issuable upon the exercise of the 113,333 Series P Initial Warrants, and
(iv) 1,554,114 Shares held for the account of Winston LDC.
Based on the assumptions set forth above with respect to the Series P
Stock, assuming the conversion of all of the remaining Series P Stock held for
the account of Winston LDC, the aggregate number of Shares of which Winston LDC
may be deemed a beneficial owner is 2,434,785 (approximately 2.32% of the total
number of Shares which would be outstanding assuming the exercise or conversion
by Winston LDC of all of the convertible securities held for its account). This
number assumes the conversion of 13.33 shares of Series P Stock into
approximately 666,500 Shares.
<PAGE>
Page 13 of 17 Pages
(iv) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which Winston LLC may be deemed a beneficial owner is 884,107
(approximately 0.85% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities held for the
account of Winston LLC, except for the Series P Stock not herein reported as
being converted). This number consists of (i) 37,818 Shares issuable upon
conversion of the Series N Shares held for its account, (ii) 12,480 Shares
issuable upon exercise of the June Warrants held for its account, (iii) 56,667
Shares issuable upon the exercise of the 56,667 Series P Initial Warrants, and
(iv) 777,142 Shares held for the account of Winston LLC.
Based on the assumptions set forth above with respect to the Series P
Stock, assuming the conversion of all of the remaining Series P Stock held for
the account of Winston LLC, the aggregate number of Shares of which may be
deemed a beneficial owner is 1,217,607 (approximately 1.16% of the total number
of Shares which would be outstanding assuming the exercise or conversion by
Winston LLC of all of the convertible securities held for its account). This
number assumes the conversion of 6.67 shares of Series P Stock into
approximately 333,500 Shares.
(v) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which each of Chatterjee Advisors and Chatterjee Management may be
deemed a beneficial owner is 2,652,392 (approximately 2.54% of the total number
of Shares which would be outstanding assuming the exercise or conversion of all
convertible securities held for the accounts of Winston LDC and Winston LLC,
except for the Series P Stock not herein as being converted). This number
consists of (i) 1,768,285 Shares which Winston LDC may be deemed to own
beneficially and (ii) 884,107 Shares which Winston LLC may be deemed to own
beneficially.
Based on the assumptions set forth above with respect to the Series P
Stock, assuming the conversion of all of the remaining Series P Stock held for
the accounts of Winston LDC and Winston LLC, the aggregate number of Shares of
which each of Chatterjee Advisors and Chatterjee Management may be deemed a
beneficial owner is 3,652,392 (approximately 3.46% of the total number of Shares
which would be outstanding assuming the exercise or conversion by Winston LDC
and Winston LLC of all of the convertible securities held for its account). This
number assumes the conversion of 20 shares of Series P Stock held for the
accounts of Winston LLC and Winston LDC into approximately 1,000,000 Shares.
(vi) Excluding the remaining Series P Stock held by the Reporting
Persons after the conversion referred to in Item 3, the aggregate number of
Shares of which Dr. Chatterjee may be deemed a beneficial owner is 23,964,997
(approximately 20.66% of the total number of Shares which would be outstanding
assuming the exercise or conversion of all convertible securities of which Dr.
Chatterjee may be deemed the beneficial owner, except for the Series P Stock not
herein reported as being converted). This number consists of (i) 18,633,701
Shares which S-C Rig III and the General Partner may be deemed to own
beneficially, (ii) 40,000 Shares issuable upon exercise of the options held
directly for the personal account of Dr. Chatterjee, (iii) 200,000 Shares
issuable upon exercise of the options held by XTEC, (iv) 2,652,392 Shares which
Chatterjee Advisors and Chatterjee Management may be deemed to own beneficially,
and (v) the 2,438,904 Shares of which Winston L.P. and CFM may be deemed to own
beneficially.
Based on the assumptions set forth above with respect to the Series P
Stock, assuming the conversion of all of the remaining Series P Stock held for
<PAGE>
Page 14 of 17 Pages
the accounts of S-C Rig III, Winston L.P., Winston LDC and Winston LLC, the
aggregate number of Shares of which Dr. Chatterjee may be deemed a beneficial
owner is 28,964,997 (approximately 23.94% total number of Shares which would be
outstanding assuming the exercise or conversion by S-C Rig III, Winston L.P.,
Winston LDC and Winston LLC of all of the convertible securities held for their
accounts). This number assumes the conversion of 100 shares of Series P Stock
held for the accounts of S-C Rig III, Winston L.P., Winston LDC and Winston LLC
into approximately 5,000,000 Shares.
Despite the increase reported herein in the number of Shares of which
each of the Reporting Persons may be deemed a beneficial owner of, the above
beneficial ownership percentage is lower than that reported in the previous
filing on Schedule 13D due to the fact that, based on information provided by
the Issuer's most recent 10K, the outstanding number of Shares has increased
since such filing.
(b) (i) Each of S-C Rig III and the General Partner has sole power to
vote and dispose of the Shares held, or issuable upon the conversion or exercise
of all of the convertible securities reported herein as being held, for the
account of S-C Rig III.
(ii) Each of Winston L.P. and CFM has the sole power to direct
the voting and disposition of the Shares held, or issuable upon the conversion
or exercise of all of the convertible securities reported herein as being held,
for the account of Winston L.P.
(iii) Winston LDC has sole power to direct the voting and
disposition of the Shares held, or issuable upon the conversion or exercise of
all of the convertible securities reported herein as being held, for its
account.
(iv) Winston LLC has sole power to direct the voting and
disposition of the Shares held, or issuable upon the conversion or exercise of
all of the convertible securities reported herein as being held, for its
account.
(v) Each of Chatterjee Advisors and Chatterjee Management has the
sole power to direct the voting and disposition of the Shares held, or issuable
upon the conversion or exercise of all of the convertible securities reported
herein as being held, for the accounts Winston LDC and Winston LLC.
(vi) Dr. Chatterjee may be deemed to have the sole power to
direct the voting and disposition of the Shares held, or issuable upon the
conversion or exercise of all of the convertible securities reported herein as
being held, for the accounts of S-C Rig III, Winston L.P., Winston LDC and
Winston LLC.
Dr. Chatterjee also may be deemed to have the sole power to vote and
dispose of the 240,000 Shares issuable upon exercise of the 40,000 options held
directly by him and the 200,000 options held by XTEC.
(c) Except as disclosed in Item 3, which is incorporated by
reference in this Item 5, there have been no transactions effected with respect
to the Shares since March 21, 1998 (60 days prior to the date hereof) by any of
the Reporting Persons.
(d) (i) The partners of S-C Rig III, including Tivadar Charitable
Lead Trust, created under agreement dated 9/30/82 by Mr. George Soros as
<PAGE>
Page 15 of 17 Pages
grantor, have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the securities described herein as being held for the
account of S-C Rig III in accordance with their partnership interests in S-C Rig
III.
(ii) The partners of Winston L.P. have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the securities
described herein as being held for the account of Winston L.P. in accordance
with their partnership interests in Winston L.P.
(iii) The shareholders of each of Winston LDC, including Winston
Partners II Offshore Ltd., a British Virgin Islands international business
corporation, and Winston LLC have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities described herein as
being held for the account of each of Winston LDC and Winston LLC, respectively,
in accordance with their ownership interests in Winston LDC and Winston LLC.
(iv) Dr. Chatterjee has the sole right to receive dividends from,
or proceeds from the sale of, the 40,000 options described herein as being held
directly for his personal account.
(v) The shareholders of XTEC, including Dr. Chatterjee, have the
right to receive dividends from, or proceeds from the sale of, the 200,000
options described herein as being held for the account XTEC in accordance with
their ownership interests in XTEC.
(e) Not applicable.
<PAGE>
Page 16 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
May 20, 1998 S-C RIG INVESTMENTS-III, L.P.
By: S-C RIG CO., its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Vice President
S-C RIG CO.
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Vice President
WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
------------------------
Peter Hurwitz
Attorney-in-Fact
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 17 of 17 Pages
WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC
its Manager
By: /S/ PETER HURWITZ
--------------------------
Peter Hurwitz
Manager
CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
