SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ARI NETWORK SERVICES, INC.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
001930106
(CUSIP Number)
MAY 20, 1996
(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(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent of less of
such class.) (See Rule 13d-7.)
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
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>
CUSIP NO. 001930106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VULCAN VENTURES INCORPORATED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
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 Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0- shares
8. SHARED VOTING POWER
2,040,144 shares
9. SOLE DISPOSITIVE POWER
-0- shares
10. SHARED DISPOSITIVE POWER
2,040,144 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,144 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
CUSIP NO. 001930106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL G. ALLEN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Allen is a U.S. citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
-0- shares
8. SHARED VOTING POWER
2,040,144 shares
9. SOLE DISPOSITIVE POWER
-0- shares
10. SHARED DISPOSITIVE POWER
2,040,144 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,144 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Securities: Common Stock, $.001 par value per
share, of ARI Network Services, Inc. (the "Issuer").
Name and Address of Principal Executive Offices of the Issuer:
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Vulcan Ventures Incorporated
("Vulcan Ventures")
State of Organization: Washington
(b) Principal Business: Investments in various companies
(c) Address of Principal
Business: 110-110th Avenue N. E.,
Suite 550
Bellevue, Washington 98004
Address of Principal
Office: 110-110th Avenue N. E.,
Suite 550
Bellevue, Washington 98004
(d) Conviction in a Criminal Proceeding (excluding traffic
violations or similar misdemeanors) during the Last Five Years: No
(e) Party in a Civil Proceeding during the last five years and
as a result was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to
such laws: No
The names, business address, present principal occupation and
citizenship of each executive officer, director and controlling person of
Vulcan Ventures is as follows:
Paul G. Allen (See Page 8 of 10)
William D. Savoy, Vulcan Northwest Inc., 110-110th Avenue N.E.,
Suite 550, Bellevue, WA 98004. Mr. Savoy is Vice President and Director of
Vulcan Ventures and Vice President of Vulcan Northwest Inc.
Citizenship is U.S.
Bert E. Kolde, Asymetrix Corporation, 110-110th Avenue N.E.,
Suite 550, Bellevue, Washington 98007. Principal occupation is President of
Asymetrix Corporation and Vice President, Secretary, Treasurer and Director
of Vulcan Ventures. Citizenship is U.S.
Jo Allen Patton, Vulcan Northwest Inc., 110-110th Avenue N.E.,
Suite 550, Bellevue, WA 98004. Ms. Patton is Director of Vulcan Ventures.
Citizenship is U.S.
To the best knowledge of Vulcan Ventures, during the last five years
none of these people have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or a party to a civil proceeding
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
THE SOLE SOURCE OF THE FUNDS IS WORKING CAPITAL OF THE REPORTING
PERSON. THE AMOUNT OF FUNDS USED IN MAKING THE PURCHASES DESCRIBED
IN ITEM 5 WAS $1,000,000.
REGARDING Paul G. Allen (See Page 8 of 10)
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is for
investment purposes. Vulcan Ventures may purchase additional shares of
common stock of the Issuer from time to time. Any decision to make such
additional purchase will depend, however, on various factors, including,
without limitation, the price of the common stock, stock market conditions and
the business prospects of the Issuer. Vulcan Ventures does not presently
intend to dispose of any shares of common stock of the Issuer. In addition,
Vulcan Ventures owns a presently exercisable warrant to purchase an additional
125,000 shares of common stock of the Issuer at the exercise price of $4.00 per
share (as described in Item 5 below).
Except as set forth herein, Vulcan Ventures does not have any plans
or proposals that relate to or would result in any of the matters specified
in Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number of Shares of Common Stock of the Issuer.
Beneficially Owned: 2,040,144 shares. This amount is comprised of
(i) 1,915,144 shares of common stock and (ii) a warrant to purchase an
additional 125,000 shares of common stock at an exercise price of $4.00 per
share.
Percentage of Common Stock of the Issuer. Owned (based on
12,701,815 shares of common stock outstanding as of March 14, 1996, and
includes the 125,000 shares that will be outstanding upon the exercise of
the warrant owned by Vulcan Ventures): 15.9%
(b) Sole Voting Power: -0-
Sole Dispositive Power: -0-
Shared Voting Power: 2,040,144
Shared Dispositive Power: 2,040,144
(c) The following transactions in common stock of the Issuer
were effected by Vulcan Ventures:
On December 27, 1994, Vulcan Ventures purchased 250,000 shares of
common stock from the Issuer and a warrant to purchase an additional 125,000
shares of common stock for an aggregate purchase price of $1,000,000. The per
share price for the 250,000 shares of common stock purchased (assuming no
allocation of the purchase price to the warrant) was $4.00. The exercise
price for the warrant, subject to adjustment under certain circumstances,
is $4.00 per share. This transaction was effected by Vulcan Ventures making
a wire transfer of $1,000,000 to the Issuer.
In addition, Vulcan Venture's warrant to purchase an additional
300,000 shares of common stock of the Issuer, which warrant Vulcan Ventures
acquired pursuant to the terms of a purchase agreement with the Issuer dated
May 19, 1994, expired on May 20, 1996, by the terms of the warrant.
(d) Not applicable
(e) Not applicable
To the best knowledge of Vulcan Ventures, its directors, executive
officers and controlling persons beneficially own the following shares of the
Issuer:
Paul G. Allen, Director, President and sole shareholder of Vulcan
Ventures beneficially owns 2,040,144 shares (which is the 2,040,144 shares
owned by Vulcan Ventures).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
All of these contracts, arrangements and understandings with respect
to the securities of the Issuer are in the Purchase Agreement attached hereto
as an exhibit.
From May 20, 1994 to May 20, 1997, Vulcan Ventures has agreed that
it and its affiliates and associates (as such terms are defined in Rule 12b-2
of the Securities Exchange Act of 1934) will not, directly or indirectly,
unless specifically requested by the Issuer's Board of Directors: (i) acquire
or agree, seek or propose to acquire ownership (including, but not limited to,
beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any
of the Issuer's assets or business or any securities issued by it or any
rights or options to acquire such ownership (including from a third party),
(ii) seek or propose to control the Issuer's management or its policies, (iii)
enter into any discussions, negotiations, arrangements or understandings with
any third party with respect to any of the foregoing, or (iv) assist any other
person with respect to any of the foregoing. Notwithstanding the foregoing,
Vulcan Ventures may acquire ownership of the Issuer's securities such that
Vulcan Ventures would own, directly or indirectly, not more than 30% of the
Issuer's then outstanding securities having the right to vote in the election
of directors (or options, warrants or other derivative securities upon
conversion or exercise having such rights) ("Voting Securities"). The
restrictions in this paragraph shall cease if (i) any person or group makes
a bona fide offer to purchase more than 50% of the Issuer's then outstanding
Voting Securities or (ii) the closing price of the Issuer's common stock on
NASDAQ or any National Securities exchange on which the Issuer's stock is
traded has exceeded $17.50 per share for a period of 30 consecutive trading
days. Notwithstanding any of the foregoing restrictions, if any person or
group has acquired, directly or indirectly, more than 30% of the Issuer's
then outstanding Voting Securities, Vulcan Ventures may acquire more than
30% of the then outstanding Voting Securities up to an amount of additional
Voting Securities that when added to the Voting Securities then owned by
Vulcan Ventures would not exceed the percentage of Voting Securities owned by
such other person or group.
The Issuer has agreed with Vulcan Ventures to file with the
Securities and Exchange Commission upon demand by Vulcan Ventures at any
time between May 20, 1996, and May 20, 1998, a Registration Statement on
Form S-3 available for sale of (i) the 300,000 shares of common stock acquired
under the purchase agreement dated May 19, 1994, (ii) the 250,000 shares of
common stock acquired under the purchase agreement dated December 22, 1994,
and (iii) up to 125,000 shares of common stock that may be acquired upon
exercise of the warrant. Vulcan Ventures agreed with the Issuer that it will
not effect any sale of the shares or warrants acquired under the purchase
agreements, except as contemplated therein.
Vulcan Ventures has agreed not to sell or otherwise transfer any
shares of common stock or other securities during the 180 day period following
the effective date of a registration statement of the Issuer filed under the
Securities Act of 1933 if requested by the Issuer and underwriter thereof
provided that: (i) all officers and directors and holders of 5% or more of
the Issuer's common stock enter into similar agreements and (ii) such 180 day
period may be waived or reduced by the underwriter of such offering.
Vulcan Ventures has the right to designate one director to the
Issuer's Board of Directors as long as Vulcan Ventures (together with its
affiliates) holds not fewer than ten (10) percent, calculated on a fully
diluted basis (the "Minimum Amount"). The director designated by Vulcan
Ventures is subject to the approval of the Issuer's Board of Directors, such
approval not to be unreasonably withheld. Upon the request of Vulcan
Ventures, the number of directors on the Board of Directors shall be
increased by one and the director appointed by Vulcan Ventures
shall fill the newly created vacancy. So long as Vulcan Ventures holds
the Minimum Amount, the Issuer's Board of Directors has agreed to nominate
the director designated by Vulcan Ventures for election to the Board of
Directors.
The foregoing rights of Vulcan Ventures set forth in the 2nd and
4th paragraphs of this Item 6 are not assignable.
Except as set forth above, neither Vulcan Ventures nor any of the
executive officers, directors or controlling persons of Vulcan Ventures, has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer,
finder's fees, joint ventures, loan or option agreements, 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.
Purchase Agreement between ARI Network Services, Inc. and Vulcan
Ventures, dated December 22, 1994.
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.
June 10, 1996 VULCAN VENTURES INCORPORATED
(Date)
/s/ Paul G. Allen
By: -------------------------------------------
Paul G. Allen, President
<PAGE>
ITEM 1. SECURITY AND ISSUER
Title of Class of Equity Securities: Common Stock, $.001 par value per share,
of the Issuer
Name and Address of Principal Executive Offices of the Issuer:
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person Filing: Paul G. Allen, President and
sole shareholder of Vulcan Ventures Incorporated
(b) Business Address: 110-110th Avenue N. E.
Suite 550
Bellevue, Washington 98004
(c) Principal Occupation and the Name of Principal Business
and Address of any corporation in which such employment
is conducted:
Chairman
Asymetrix Corporation
110 - 110th Ave. N.E., Suite 550
Bellevue, WA 98007
(d) Conviction of a Criminal Proceeding (excluding traffic
violations or similar misdemeanors) during the last five years: No
(e) Party in a Civil Proceeding during the last five years and
as a result was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities subject to federal
or state securities laws or finding any violation with respect to such
laws: No
(f) Citizenship: Mr. Allen is a U.S. citizen
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The sole source of the funds is working capital of Vulcan Ventures.
The amount of funds used in making the purchases described in Item 5 is
$1,000,000.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is for
investment purposes. Vulcan Ventures and/or Paul Allen may purchase
additional shares of
common stock of the Issuer from time to time. Any decision to make such
additional purchase will depend, however, on various factors, including,
without limitation, the price of the common stock, stock market conditions and
the business prospects of the Issuer. Vulcan Ventures does not presently
intend to dispose of any shares of common stock of the Issuer. In addition,
Vulcan Ventures owns a presently exercisable warrant to purchase an
additional 125,000 shares of common stock of the Issuer at the exercise price
of $4.00 per share (as described in Item 5 below).
Except as set forth herein, Paul G. Allen does not have any plans
or proposals that relate to or would result in any of the matters specified
in Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Aggregate Number of Shares of Common Stock of the Issuer.
Beneficially Owned: 2,040,144 shares. This amount is
comprised of (i) 1,915,144 shares of common stock and
(ii) the warrant to purchase an additional 125,000
shares of common stock at $4.00 per share.
Percentage of Common Stock of the Issuer. Owned (based
on 12,701,815 shares of common stock outstanding as of
March 14, 1996, and includes the 125,000 shares that will
be outstanding upon the exercise of the warrant owned by
Vulcan Ventures): 15.9%
(b) Sole Voting Power: -0-
Sole Dispositive Power: -0-
Shared Voting Power: 2,040,144
Shared Dispositive Power: 2,040,144
(c) The following transactions in common stock of the Issuer
were effected by Vulcan Ventures:
On December 27, 1994, Vulcan Ventures purchased 250,000 shares of
common stock from the Issuer and a warrant to purchase an additional 125,000
shares of common stock for an aggregate purchase price of $1,000,000. The per
share price for the 250,000 shares of common stock purchased (assuming no
allocation of the purchase price to the warrant) was $4.00. The exercise
price for the warrant, subject to adjustment under certain circumstances,
is $4.00 per share. This transaction was effected by Vulcan Ventures making
a wire transfer of $1,000,000 to the Issuer.
In addition, Vulcan Venture's warrant to purchase an additional
300,000 shares of common stock of the Issuer, which warrant Vulcan Ventures
acquired pursuant to the terms of a purchase agreement with the Issuer dated
May 19, 1994, expired on May 20, 1996, by the terms of the warrant.
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See the description of the contracts, arrangements, understandings
or relationships with respect to the securities of the Issuer between Vulcan
Ventures and the Issuer under Item 6 of this Amendment No. 1 to Schedule 13D
regarding Vulcan Ventures (page 6 of 10). Except as set forth above,
Paul G. Allen does not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, finder's fees, joint ventures, loan or option
agreements, 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.
Purchase Agreement between the Issuer and Vulcan Ventures, dated
December 22, 1994.
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.
/s/ Paul G. Allen
June 10, 1996 _________________________________________
(Date) Paul G. Allen
PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 22nd day of December, 1994,
between ARI NETWORK SERVICES, INC. (the "COMPANY"), a corporation
organized under the laws of the State of Wisconsin, with its
principal place of offices at 330 East Kilbourn Avenue, Milwaukee,
Wisconsin 53202, and the purchaser whose name and address are set
forth on the signature page hereof (the "PURCHASER").
IN CONSIDERATION of the mutual covenants contained in this
Agreement, the Company and the Purchaser agree as follows:
Section 1. AUTHORIZATION OF SALE OF THE SECURITIES. Subject
to the terms and conditions of this Agreement, the Company has
authorized the sale of 250,000 shares of the Common Stock, par
value $.001 per share (the "Shares"), and a warrant to purchase up
to 125,000 shares of Common Stock (the "Warrant") in the form
attached as Exhibit 1 hereto, of the Company.
Section 2. AGREEMENT TO SELL AND PURCHASE THE SECURITIES. At
the Closing (as defined in Section 3), the Company will sell to the
Purchaser, and the Purchaser will buy from the Company, upon the
terms and conditions hereinafter set forth, the Securities at the
purchase price shown below:
SECURITIES TO BE PURCHASED AGGREGATE PRICE
250,000 Shares $1,000,000
Warrant for 125,000 Shares
The Warrant entitles the holder thereof to purchase up to
125,000 shares of the Company's Common Stock at an exercise price
of $4.00 per share. The shares of Common Stock to be acquired upon
exercise of the Warrant are referred to herein as the "Warrant
Shares." The Shares, the Warrant and the Warrant Shares are
collectively referred to herein as the "Securities." The
Securities are part of an offering of 500,000 Shares and Warrants
to purchase 250,000 Shares (the "Private Offering").
Section 3. DELIVERY OF THE SHARES AND WARRANT AT THE CLOSING.
The completion of the purchase and sale of the Shares and the
Warrant (the "Closing") shall occur at 11:00 a.m. (Central Daylight
Time) on December 27, 1994 (the "Closing Date"), at the offices of
Godfrey & Kahn, 780 North Water Street, Milwaukee, Wisconsin 53202,
or at such other time and place as the Company and Purchaser may
agree. At the Closing, the Company shall deliver to the Purchaser
one or more stock certificates and a warrant registered in the name
of the Purchaser, and Purchaser shall pay for the Shares and the
Warrant in cash or by wire transfer. The Company's obligation to
complete the purchase and sale of the Shares and the Warrant and
deliver such stock certificates and Warrant to the Purchaser at the
Closing shall be subject to the following conditions, any one or
more of which may be waived by the Company: (a) receipt by the
Company of immediately available funds in the full amount of the
purchase price for the Shares and the Warrant being purchased
hereunder; and (b) the accuracy of the representations and
warranties made by the Purchaser and the fulfillment of those
undertakings of the Purchaser to be fulfilled prior to the Closing;
and (c) approval by the NASDAQ Stock Market of the listing of the
Shares. The Purchaser's obligation to accept delivery of such
stock certificates and Warrant and to pay for the Securities
evidenced thereby shall be subject to the following conditions:
(a) the accuracy of the representations and warranties made by the
Company herein and the fulfillment in all material respects of
those undertakings of the Company to be fulfilled prior to Closing;
and (b) approval by the NASDAQ Stock Market of the listing of the
Shares.
Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY. The Company hereby represents and warrants to, and
covenants with, the Purchaser as follows:
4.1 ORGANIZATION AND QUALIFICATION. The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Wisconsin, has all requisite
corporate power and authority to conduct its business as currently
conducted and is duly qualified in each jurisdiction in which the
failure to be so qualified would have a material effect on its
business or properties.
4.2 DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE
AGREEMENTS. The Company's execution, delivery and performance of
the Agreements and the transactions contemplated thereby (a) have
been duly authorized under Wisconsin law by all requisite corporate
action by the Company, and (b) will not violate any law or the
Amended and Restated Articles of Incorporation or By-laws of the
Company or any provision of any material indenture, mortgage,
agreement, contract or other material instrument to which the
Company or any subsidiary is a party or by which the Company or any
subsidiary or any of their respective properties or assets is bound
as of the date hereof, or result in a breach of or constitute (upon
notice or lapse of time or both) a default under any such
indenture, mortgage, agreement, contract or other material
instrument or result in the creation or imposition of any lien,
security interest, mortgage, pledge, charge or other encumbrance,
of any material nature whatsoever, upon any properties or assets of
the Company or any subsidiary. Upon its execution and delivery,
and assuming the valid execution hereof by the Purchaser, this
Agreement will constitute a valid and binding obligation of the
Company, enforceable in accordance with its terms.
4.3 ISSUANCE, SALE AND DELIVERY OF THE SHARES; RESERVATION OF
WARRANT SHARES. When issued and paid for, the Shares to be sold
hereunder by the Company will be validly issued and outstanding,
fully paid and non-assessable (other than as provided in Section
180.0622(2)(b) of the Wisconsin Statutes and case law interpreting
such statute). The Company has reserved sufficient shares of
Common Stock for issuance upon exercise of the Warrant.
4.4 ADDITIONAL INFORMATION. The Company represents and
warrants that the information contained in the documents listed
below, which the Company has furnished to the Purchaser, or will
furnish prior to Closing, is or will be true and correct in all
material respects as of their respective final dates, and that no
such document omits or will omit to make any statement required to
make the statements therein not misleading, as of such dates;
provided, however, that the Company makes no representation or
warranty with respect to the accuracy of projections and/or
forecasts included therein:
(a) the Company's 1994 Annual Report to Shareholders;
(b) the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1994 (without exhibits);
(c) the Company's Quarterly Reports on Form 10-Q for
the three-month period ended October 31, 1994;
(d) Notice of Annual Meeting of Shareholders and Proxy
Statement for its Annual Meeting of Shareholders
held December 2, 1994; and
(e) all other documents, if any, filed by the Company
with the Securities and Exchange Commission since
July 31, 1994 pursuant to the reporting
requirements of the Securities Exchange Act of
1934, as amended.
4.5 NO MATERIAL CHANGE. As of the date hereof, other than
continuing operating losses not materially inconsistent with past
operating results, and other than as disclosed in the Company's
public documents referred to in Section 4.4 above, or otherwise
disclosed to Purchaser, there has been no material adverse change
in the financial condition or results of operations of the Company
since October 31, 1994.
Section 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASER.
5.1 INVESTMENT REPRESENTATIONS. The Purchaser represents and
warrants to, and covenants with, the Company that: (1) the
Purchaser, taking into account the personnel and resources it can
practically bring to bear on the purchaser of the Securities
contemplated hereby, is knowledgeable, sophisticated and
experienced in making, and is qualified to make, decisions with
respect to investments in shares presenting an investment decision
like that involved in the purchaser of the Securities, including
investments in securities issued by the Company, and has requested,
received, reviewed and considered all information it deems relevant
in making an informed decision to purchase the Securities, (ii) the
Purchaser is acquiring the Securities in the ordinary course of its
business and for its own account for investment only and with no
present intention of distributing any of such Securities or any
arrangement or understanding with any other persons regarding the
distribution of such Securities; (iii) the Purchaser will not,
directly or indirectly, offer, sell, pledge, transfer or otherwise
dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of any of the Securities except in
compliance with the Securities Act, the rules and regulations
promulgated thereunder and the terms and conditions hereof; (iv)
the Purchaser has, in connection with its decision to purchase the
Securities, relied solely upon the documents referenced in Section
4.4 hereof and the representations and warranties of the Company
contained herein; and (v) the Purchaser is an "accredited investor"
within the meaning of Rule 501 of Regulation D promulgated under
the Securities Act.
5.2 DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE
AGREEMENTS. The Purchaser further represents and warrants to, and
covenants with, the Company that (i) the Purchaser has full right,
power, authority and capacity to enter into this Agreement and to
consummate the transactions contemplated hereby and has taken all
necessary action to authorize the execution, delivery and
performance of this Agreement, and (ii) upon the execution and
delivery of this Agreement, this Agreement shall constitute a valid
and binding obligation of the Purchaser enforceable in accordance
with its terms, except as enforceability may be limited to
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights
generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
Section 6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENTS. Notwithstanding any investigation made by any party to
this Agreement, all covenants, agreements, representations and
warranties made by the Company and the Purchaser herein and in the
certificates for the Shares and the Warrant delivered pursuant
hereto shall survive the execution of this Agreement, the delivery
to the Purchaser of the Shares and the Warrant being purchased and
the payment therefor.
Section 7. COORDINATION WITH PRIOR AGREEMENT. In accordance
with Section 7.1(a) of the Purchase Agreement dated May 19, 1994
between Purchaser and the Company (the "Prior Agreement"), the
Shares and the Warrant Shares shall be subject to the provisions of
the Prior Agreement, including Sections 5.1(b) and 7 thereof, and
references in the Prior Agreement to the "Shares" shall be deemed
to include the Shares and the Warrant Shares subject to this
Agreement. The Shares and the Warrant Shares shall bear the legend
set forth in Section 7.8 of the Prior Agreement. Purchaser hereby
waives compliance with Section 4.9 of the Prior Agreement with
respect to the Private Offering.
Section 8. BROKER'S FEE. Each of the parties hereto hereby
represents that, on the basis of any actions and agreements by it,
there are no other brokers or finders entitled to compensation in
connection with the sale of the Securities to the Purchaser.
Section 9. NOTICES. All notices, requests, consents or other
communications hereunder shall be in writing, shall be mailed by
first-class registered or certified airmail, or nationally
recognized overnight express courier postage prepaid, and shall be
deemed given when so mailed and shall be delivered as follows:
(a) if to the company, to:
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Attention: Mark L. Koczela
with a copy so mailed to:
Godfrey & Kahn
780 North Water Street
Milwaukee, Wisconsin 53202
Attention: Larry D. Lieberman
or to such other person at such other place as the
Company shall designate to the Purchaser in
writing; and
(b) if to the Purchaser, at its address as set forth at
the end of the Agreement, or at such other address
or addresses as may have been furnished to the
Company in writing.
Section 10. CHANGES. This Agreement may not be modified or
amended except pursuant to an instrument in writing signed by the
Company and the Purchaser.
Section 11. HEADINGS. The headings of the various sections
of this Agreement have been inserted for convenience of reference
only and shall not be deemed to be part of this Agreement.
Section 12. SEVERABILITY. In cash any provision contained in
this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or
impaired thereby.
Section 13. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Wisconsin without regard to the choice of law provisions thereof,
except to the extent the federal law of the United States of
America applies.
Section 14. COUNTERPARTS. This Agreement may be executed in
two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more
counterparts have been signed by each party hereto and delivered to
the other parties.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
as of the day and year first above written.
PURCHASER
VULCAN VENTURES INCORPORATED ARI NETWORK SERVICES, INC.
/s/William Savoy /s/Don Knudsen
By:---------------------- By: ---------------------------
William Savoy, Don Knudsen, President and
Vice President CEO
110 110th Avenue N.E., Suite 550
Bellevue, Washington 98005
Attention: William Savoy
