<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______________ )*
ScanSoft, Inc.
--------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
80603P107
---------
(CUSIP Number)
Blanche M. Sutter
Caere Corporation
100 Cooper Court
Los Gatos, California 95032
(408) 395-7000
--------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 15, 2000
----------------
(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: 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 the
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, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE> 2
CUSIP No. 80603P107
1 NAME OF REPORTING PERSON
Caere Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-2250509
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_] (b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 11,853,602
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,853,602 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.4%
14 TYPE OF REPORTING PERSON
CO
Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Caere, Inc. that it is the
beneficial owner of any of the Common Stock referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any
other purpose, and such beneficial ownership is expressly disclaimed.
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, $0.001 par value per
share (the "ScanSoft Common Stock"), of ScanSoft, Inc., a Delaware corporation
("ScanSoft"). The principal executive offices of ScanSoft are located at 9
Centennial Drive, Peabody, Massachusetts 01960.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Caere Corporation, a
Delaware corporation ("Caere"). Caere is a leading developer of software
solutions for scanners and digital cameras in the digital imaging market.
(b) The address of the principal office and principal business of Caere is
100 Cooper Court Los Gatos, California 95032.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Caere' executive officers and
directors and the name, principal business and address of any corporation
or other organization in which such employment is conducted.
(d) During the past five years, neither Caere nor, to Caere's knowledge,
any person named in Schedule I to this Schedule 13D, has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Caere nor, to Caere's knowledge,
any person named in Schedule I to this Schedule 13D, was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating
activity subject to federal or state securities laws or finding any
violation with respect to such laws.
(f) All of the directors and executive officers of Caere named in Schedule
I to this Schedule 13D are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To facilitate the consummation of the Merger (as defined in Item 4 below), Xerox
Imaging Systems, Inc., a stockholder of ScanSoft ("Xerox"), has entered into an
agreement with Caere (the "Parent Voting Agreement") and has executed and
delivered an irrevocable proxy to Caere as described in Item 4 and Item 5 of
this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Reorganization dated as of
January 15, 2000 (the "Merger Agreement"), among Caere, ScanSoft and
Scorpion Acquisitions Corporation, a Delaware corporation and wholly owned
subsidiary of ScanSoft ("Merger Sub"), and subject to the conditions set
forth therein (including, but not limited to, the approval of the Merger
Agreement by the stockholders of Caere and the approval of the issuance of
ScanSoft Common Stock in the Merger and the approval of an amendment to
ScanSoft's certificate of incorporation to increase the number of shares of
ScanSoft Common Stock by an amount sufficient to permit ScanSoft to effect
the lawful and valid issuance to the stockholders of Caere of that number
of shares of ScanSoft Common Stock to be issued to the stockholders of
Caere pursuant to the Merger Agreement), Caere will be merged with and into
Merger Sub (the "Merger") and each share of common stock of Caere, $0.001
par value per share ("Caere Common Stock"), will be converted into the
right to receive a fraction of a share of ScanSoft Common Stock, in
accordance with the Merger Agreement. In addition, ScanSoft will assume
outstanding options exercisable for Caere Common Stock on the terms set
forth in the Merger Agreement. Concurrently with the execution and delivery
of the Merger Agreement, Caere and Xerox entered into the Parent Voting
Agreement, and Xerox executed and delivered to Caere an irrevocable proxy.
(c) Not applicable.
(d)If the Merger is consummated, ScanSoft will take such action as is
necessary to cause up to two persons selected by Caere, subject to the
reasonable approval of ScanSoft, to be elected to the board of directors of
ScanSoft effective as of immediately following the closing of the Merger.
(e) None.
(f) Upon consummation of the Merger, Caere will be merged into Merger Sub.
(g) None.
(h) None.
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<PAGE> 4
(i) None.
(j) Other than as described above, Caere currently has no plan or proposal
which relates to, or may result in, any of the matters listed in Items 4(a)
- (i) of Schedule 13D (although Caere reserves the right to develop such
plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Parent Voting Agreement and the irrevocable
proxy, Caere has shared power to vote an aggregate of 11,853,602 shares of
ScanSoft Common Stock for the limited purpose of voting in favor of the
issuance of ScanSoft Common Stock in the Merger and in favor of the
approval of an amendment to ScanSoft's certificate of incorporation to
increase the number of shares of ScanSoft Common Stock by an amount
sufficient to permit ScanSoft to effect the lawful and valid issuance to
the stockholders of Caere of that number of shares of ScanSoft Common Stock
to be issued to the stockholders of Caere pursuant to the Merger Agreement.
Xerox retains the right to vote its shares of ScanSoft Common Stock on all
matters other than those identified in the Parent Voting Agreement. The
shares covered by the Parent Voting Agreement constitute approximately
44.4% of the issued and outstanding shares of ScanSoft Common Stock as of
January 15, 2000. The description contained in this Item 5 of the
transactions contemplated by the Parent Voting Agreement is qualified in
its entirety by reference to the full text of the Parent Voting Agreement,
a copy of which is attached to this Schedule 13D as Exhibit 99.1.
To Caere's knowledge, no shares of ScanSoft Common Stock are beneficially
owned by any of the persons named in Schedule I to this Schedule 13D,
except for such beneficial ownership, if any, arising solely from the
Parent Voting Agreement and the irrevocable proxy.
To Caere's knowledge, Xerox is incorporated under the laws of the State of
Delaware. Xerox is a wholly owned subsidiary of Xerox Corporation. Xerox's
principal office is located at P.O. Box 1600, 800 Long Ridge Road,
Stamford, Connecticut 06904.
During the past five years, to Caere's knowledge, Xerox has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the past five years, to Caere's knowledge, Xerox was not a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state securities
laws or finding any violation with respect to such laws.
(c) Neither Caere, nor, to Caere's knowledge, any person named in Schedule
I to this Schedule 13D, has effected any transaction in ScanSoft Common
Stock during the past 60 days, except as disclosed herein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described in Item 4 or Item 5 above, to Caere's knowledge, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of ScanSoft, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Parent Voting Agreement, dated as of January 15, 2000, by and
between Caere Corporation, a Delaware corporation, and Xerox
Imaging Systems, Inc., a Delaware corporation.
</TABLE>
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SIGNATURE
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.
Date: January 24, 2000 CAERE CORPORATION
By: /s/ BLANCHE M. SUTTER
---------------------------------
Blanche M. Sutter
Executive Vice President and
Chief Financial Officer
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<PAGE> 6
SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF CAERE CORPORATION
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---- ----------------------------------
<S> <C>
Robert G. Teresi Chairman of the Board, President and Chief Executive Officer
Blanche M. Sutter Executive Vice President and Chief Financial Officer
Wayne E. Rosing Vice President, Engineering, and Chief Technical Officer
Duke Borozan Vice President, Operations
Robert Cortale Vice President, Sales and Service
Valorie Cook Carpenter Senior Vice President, Marketing
</TABLE>
All individuals named in the above table are employed by Caere Corporation. The
address of Caere's principal executive office is 100 Cooper Court, Los Gatos,
California 95032.
SCHEDULE I (CONTINUED)
NON-EMPLOYEE DIRECTORS OF CAERE CORPORATION
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
CORPORATION OR OTHER
ORGANIZATION IN WHICH
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT EMPLOYED
---- ---------------------------------- ----------------------
<S> <C> <C>
James K. Dutton Retired
Joseph J. Francesconi Independent Consultant 1319 San Mateo Drive,
Menlo Park, CA 94025
Robert J. Frankenberg President and Chief Executive Officer 2953 Bunker Hill Lane,
Encanto Networks, Inc. Suite 400, Santa Clara,
CA 95054
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Parent Voting Agreement, dated as of
January 15, 2000, by and between Caere
Corporation, a Delaware corporation, and
Xerox Imaging Systems, Inc., a Delaware
corporation.
</TABLE>
<PAGE> 1
EXHIBIT 99.1 PARENT VOTING AGREEMENT
PARENT VOTING AGREEMENT
This Parent Voting Agreement ("AGREEMENT") is made and entered into as of
January 15, 2000, between Caere Corporation, a Delaware corporation (the
"COMPANY"), and the undersigned stockholder ("STOCKHOLDER") of ScanSoft, Inc., a
Delaware corporation ("PARENT").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, the Company and
Scorpion Acquisitions Corporation, a Delaware corporation and a wholly owned
subsidiary of Parent ("MERGER SUB"), are entering into an Agreement and Plan of
Reorganization attached hereto and made a part hereof (the "MERGER AGREEMENT")
which provides for the merger (the "MERGER") of Merger Sub and the Company.
Pursuant to the Merger, all of the issued and outstanding shares of capital
stock of the Company will be converted at the Effective Time (as defined in the
Merger Agreement) into shares of Common Stock of Parent and the right to receive
cash on the basis described in the Merger Agreement.
B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of the number of outstanding shares
of capital stock of the Company indicated on Annex I to this Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent and the
Company desire the Stockholder to agree, and in consideration of good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Stockholder is willing to agree, to vote the Shares and New
Shares (as defined below) so as to facilitate consummation of the Merger.
NOW, THEREFORE, intending to be legally bound, the parties agree as follows:
1. Agreement to Vote Shares; Additional Purchases; Transfers and
Encumbrance.
1.1 Agreement to Vote Shares. During the term of this Agreement, at
every meeting of the stockholders of Parent called with respect to any of the
following, and at every adjournment thereof, and on every action or approval by
written consent of the stockholders of Parent with respect to any of the
following, Stockholder shall cause the Shares and any New Shares (as defined
below) to be voted in favor of the issuance of shares of Parent Common Stock
pursuant to the Merger, and an amendment to Parent's Certificate of
Incorporation to increase the authorized number of shares of Parent Common Stock
by an amount sufficient to permit Parent to effect the lawful and valid issuance
to the stockholders of the Company of that number of shares of Parent Common
Stock to be issued to the stockholders of the Company pursuant to the Merger
Agreement.
1.2 Definition. For purposes of this Agreement, "SHARES" shall mean
all issued and outstanding shares of capital stock of Parent for which
Stockholder is the beneficial owner or over which Stockholder has voting
control, including any securities convertible into, or exercisable or
exchangeable for shares of Parent's capital stock, all as set forth on Annex I
attached hereto.
1.3 Additional Purchases. Stockholder agrees that any shares of
capital stock of
<PAGE> 2
Parent that Stockholder purchases or with respect to which Stockholder otherwise
acquires beneficial ownership or voting control after the execution of this
Agreement and prior to the date of termination of this Agreement ("NEW SHARES")
shall be subject to the terms and conditions of this Agreement to the same
extent as if they constituted Shares.
1.4 Transfer and Encumbrance. Without the prior written consent of the
Company, Stockholder agrees not to transfer, sell, exchange, pledge, gift, or
otherwise dispose of or encumber (collectively, "TRANSFER") any of the Shares or
any New Shares or to make any offer or agreement relating thereto. Stockholder
acknowledges that the intent of the foregoing sentence is to ensure that the
Company retains the right under the Proxy (as defined in Section 2 hereof) to
vote the Shares and any New Shares in accordance with the terms of the Proxy.
2. Irrevocable Proxy. Concurrently with the execution of this Agreement,
Stockholder agrees to deliver to the Company a proxy in the form attached hereto
as Exhibit A (the "PROXY") with respect to the Shares and New Shares, which,
subject to Section 6 hereof, shall be irrevocable to the fullest extent
permitted by applicable law.
3. Representations and Warranties of the Stockholder.
(i) Stockholder is the beneficial owner of the Shares free and clear
of any liens, claims, options, charges or other encumbrances.
(ii) Stockholder does not beneficially own any securities of Parent
other than the shares of Common Stock of Parent and options and warrants to
purchase shares of Common Stock of Parent indicated on Annex I to this
Agreement.
(iii) Except as set forth in the Voting Agreement dated as of March 2,
1999, by and among Parent, Xerox Corporation, and certain of the stockholders of
Parent, Stockholder (A) has full authority to vote and direct the voting of the
Shares; (B) does not beneficially own any securities of Parent other than the
Shares indicated on the final page of this Agreement; and (C) has full power and
authority to make, enter into and carry out the terms of this Agreement and the
Proxy.
4. Additional Documents; Stockholder Agreement. Stockholder hereby
covenants and agrees to execute and deliver any additional documents necessary
or desirable, in the reasonable opinion of the Company, to carry out the intent
of this Agreement.
5. Consent and Waiver. During the term of this Agreement, Stockholder shall
give any consents or waivers that are reasonably required for the consummation
of the Merger pursuant to the Merger Agreement under the terms of any agreements
to which Stockholder is a party or pursuant to any rights Stockholder may have.
6. Termination. This Agreement and the Proxy shall terminate and shall have
no further force or effect as of the earlier to occur of (i) such date and time
as the Merger shall become effective in accordance with the terms and provisions
of the Merger Agreement, (ii) such date and time as the Merger Agreement shall
have been terminated in accordance with its terms, or (iii) the amendment,
extension or waiver of any of the material provisions of the Merger Agreement
unless Stockholder has given its prior written consent to same.
<PAGE> 3
7. Miscellaneous.
7.1 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
7.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns and any person or
entity to which legal or beneficial ownership of such Shares or New Shares shall
pass whether by operation of law or otherwise, but, except as otherwise
specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by either of the
parties without prior written consent of the other.
7.3 Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
7.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that the Company will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or agreements
of Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to the Company upon any such violation,
the Company shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Company at law or in equity.
7.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person or sent by overnight courier by a reputable carrier (prepaid) to the
respective parties as follows:
If to the Company: Caere Corporation
100 Cooper Court
Los Gatos, CA 95030
Attn: President and Chief Executive Officer
With a copy to: Cooley Godward LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
Attention: Keith Flaum, Esq.
If to the Stockholder: To the address for notice set forth on the
signature page hereof.
With a copy to: Xerox Corporation
P.O. Box 1600
800 Long Ridge Road
Stamford, Connecticut 06904
Attention: Senior Vice President and
General Counsel
<PAGE> 4
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
7.6 Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the internal laws of the State of Delaware
(without regard to any principles of conflict of laws thereof which would
require a different choice of law).
7.7 Entire Agreement. This Agreement contains the entire understanding
of the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings between the parties with respect to such subject
matter.
7.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
7.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of this
Agreement.
<PAGE> 5
IN WITNESS WHEREOF, the parties have caused this Parent Voting Agreement to
be duly executed on the date and year first above written.
COMPANY
By: /s/ Robert G. Teresi
---------------------------------
Name: Robert G. Teresi
Title: President and Chief
Executive Officer
STOCKHOLDER:
By: /s/ Paul Ricci
---------------------------------
Name: Paul Ricci
Title: Vice President,
Corporate Development
Stockholder's Address for Notice:
P. O. Box 1600
800 Long Ridge Road
Stamford, Connecticut 06904
[SIGNATURE PAGE TO PARENT VOTING AGREEMENT]
<PAGE> 6
ANNEX I
Stockholder beneficially owns and has voting control over the following capital
stock of Parent:
Common Stock
1. 11,853,602 shares of Common Stock of Parent.
Options, Warrants and Other Convertible Securities
1. 0 shares of capital stock issuable upon exercise of Stock Options.
2. 316,630 shares of Common Stock issuable upon exercise of Warrants
(as of January 14, 2000).
3. 3,562,238 shares of Series B Preferred Stock issuable upon exercise
or conversion of other outstanding securities of Parent.
<PAGE> 7
EXHIBIT A
IRREVOCABLE PROXY
The undersigned Stockholder of ScanSoft, Inc., a Delaware corporation (the
"PARENT"), hereby irrevocably appoints the directors on the Board of Directors
of Caere Corporation, a Delaware corporation (the "COMPANY"), and each of them,
as the sole and exclusive attorneys and proxies of the undersigned, with full
power of substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the voting of the Shares and New Shares (as
each such term is defined in the Parent Voting Agreement of even date between
Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described
below (and on no other matter), until such time as the Voting Agreement shall be
terminated in accordance with its terms. Upon the execution hereof, all prior
proxies given by the undersigned with respect to the Shares and any and all
other shares or securities issued or issuable in respect thereof on or after the
date hereof are hereby revoked and no subsequent proxies will be given.
This proxy is irrevocable (to the fullest extent permitted by law and
subject to the termination of the Proxy as set forth in Section 6 of the Voting
Agreement), is granted pursuant to the Voting Agreement, is granted in
consideration of the Company entering into the Merger Agreement and is coupled
with an interest. The attorneys and proxies named above will be empowered at any
time prior to the termination of this proxy pursuant to Section 6 of the Voting
Agreement to exercise all voting rights (including, without limitation, the
power to execute and deliver written consents with respect to the Shares and the
New Shares) of the undersigned at every annual, special or adjourned meeting of
Parent's stockholders, and in every written consent in lieu of such a meeting,
or otherwise, to vote the Shares and the New Shares in favor of the issuance of
shares of Parent Common Stock pursuant to the Merger, and an amendment to
Parent's Certificate of Incorporation to increase the authorized number of
shares of Parent Common Stock by an amount sufficient to permit Parent to effect
the lawful and valid issuance to the stockholders of the Company of the number
of shares of Parent Common Stock to be issued to the stockholders of the Company
pursuant to the Merger Agreement (collectively, the "SPECIFIED MATTERS").
The attorneys and proxies named above may only exercise this proxy to vote
the Shares and any New Shares subject hereto at any time prior to the
termination of this proxy pursuant to Section 6 of the Voting Agreement, at
every annual, special or adjourned meeting of the stockholders of Parent and in
every written consent in lieu of such meeting. The undersigned Stockholder may
vote the Shares and New Shares on all matters other than the Specified Matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
<PAGE> 8
This proxy is irrevocable and coupled with an interest.
Dated: January 15, 2000
Signature of Stockholder: /s/ Paul Ricci
-----------------------------
Print Name of Stockholder: Xerox Imaging Systems, Inc.
---------------------------
***PROXY***
