UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SANDISK CORPORATION
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
80004C101
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(CUSIP Number)
GEORGE H. HOWARD, III, DILLON, READ & CO. INC.,
535 MADISON AVENUE, NEW YORK, NY 10022 (212)
906-7324
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(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
May 8, 1996
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(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report
the acquisition 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
|X|. (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 or 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 1 of 106 Pages
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SCHEDULE 13D
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CUSIP No. 80004C101 Page 2 of
106 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Holding Inc.
I.R.S. No. 13-3634771
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,122,548
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,122,548
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Dillon, Read Holding Inc. disclaims beneficial
ownership of 1,122,548
shares attributed to it through its ownership of
Dillon, Read Inc.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 2 of 106 Pages
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<PAGE>
SCHEDULE 13D
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CUSIP No. 80004C101 Page 3 of
106 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read Inc.
I.R.S. No. 13-3404336
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,122,548
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,122,548
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Dillon, Read Inc. disclaims beneficial ownership of
1,122,548
shares attributed to it through its ownership of
Dillon, Read
and Co. Inc.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 3 of 106 Pages
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<PAGE>
SCHEDULE 13D
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CUSIP No. 80004C101 Page 4 of
106 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dillon, Read & Co. Inc.
I.R.S. No. 13-1939216
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,122,548
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,122,548
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
The reporting person reports 1,122,548 shares held for
managed
accounts and the reporting person disclaims beneficial
ownership
in such shares.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 4 of 106 Pages
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SCHEDULE 13D
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CUSIP No. 80004C101 Page 5 of
106 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners II, L.P.
I.R.S. No. 13-3421365
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 841,600
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
841,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
841,600
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 5 of 106 Pages
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SCHEDULE 13D
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CUSIP No. 80004C101 Page 6 of 106
Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Concord Partners Japan Limited
I.R.S. No. 22-3012759
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of the Bahamas
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 191,273
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
191,273
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
191,273
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.91%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 6 of 106 Pages
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SCHEDULE 13D
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CUSIP No. 80004C101 Page 7 of
106 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners II, L.P.
I.R.S. No. 13-3398213
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 19,601
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
19,601
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,601
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
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N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.09%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 7 of 106 Pages
<PAGE>
<PAGE>
SCHEDULE 13D
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CUSIP No. 80004C101 Page 8 of
106 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lexington Partners III, L.P.
I.R.S. No. 13-3577723
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2 CHECK THE APPROXIMATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 8,485
REPORTING
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PERSON WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
8,485
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,485
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
|_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.04%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
Page 8 of 106 Pages
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock (the
"Common Stock") of SanDisk Corporation (the "Company"), whose
principal executive offices are located at 3270 Jay Street,
Santa Clara, California 95054. This Schedule 13D amends the
Schedule 13G with respect to the Common Stock filed by the
Reporting Persons (as defined below) on February 15, 1996.
Item 2. Identity and Background
This statement is filed by each of the following per-
sons: (i) Dillon, Read Holding Inc. ("DR Holding");
(ii) Dillon, Read Inc. ("DRI"); (iii) Dillon, Read & Co. Inc.
("Dillon Read"); (iv) Concord Partners II, L.P. ("Concord II");
(v) Concord Partners Japan Limited ("Concord Japan");
(vi) Lexington Partners II, L.P. ("Lexington II"); and
(vii) Lexington Partners III, L.P. ("Lexington III"), which are
sometimes referred to collectively herein as the "Reporting
Persons." Concord II, Concord Japan, Lexington II and Lexing-
ton III are sometimes referred to collectively herein as the
"Funds."
DR Holding is a corporation organized under the laws
of the State of Delaware, whose principal office and business
address is c/o The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801. The principal business of
DR Holding is the ownership of all of the outstanding shares of
common stock of DRI.
DRI, a wholly owned subsidiary of DR Holding, is a
corporation organized under the laws of the State of Delaware,
whose principal office and business address is c/o Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
Dillon Read, a wholly owned subsidiary of DRI, is a corporation
organized under the laws of the State of Connecticut, whose
principal office and business address is 535 Madison Avenue,
New York, New York 10022. The principal business of DRI is the
ownership of all of the outstanding shares of common stock of
Dillon Read, whose principal business is investment banking and
securities brokerage and trading.
Concord II, a limited partnership organized under the
laws of the State of Delaware, has its principal office and
business address at 535 Madison Avenue, New York, New York
10022. The principal business of Concord II is investing in
venture capital transactions.
<PAGE>
-2-
Concord Japan is a corporation organized under the
laws of the Bahamas, whose principal office and business
address is c/o RoyWest Trust Corporation (Bahamas) Limited,
West Bay Street, Nassau, Bahamas. The principal business of
Concord Japan is investing in venture capital transactions.
Lexington II, a limited partnership organized on
behalf of certain officers of Dillon Read to invest in securi-
ties issued in transactions in which Dillon Read is involved,
was formed under the laws of the State of Delaware and has its
principal office and business address at 535 Madison Avenue,
New York, New York 10022. Lexington III, a limited partnership
organized on behalf of certain officers of Dillon Read to
invest in securities issued in transactions in which Dillon
Read is involved, was formed under the laws of the State of
Delaware and has its principal office and business address at
535 Madison Avenue, New York, New York 10022.
The partnership agreement with respect to Concord II
provides that the management, operation and investment policy
(which includes the right to vote or power to direct the dis-
position of securities) of the partnership shall be vested
exclusively in its general partner, which is Venture Associates
II, L.P. ("Venture Associates II"). Venture Associates II is a
limited partnership organized for the purpose of being the gen-
eral partner of Concord II. Pursuant to the Concord II part-
nership agreement, Venture Associates II may delegate its
authority to manage Concord II to another party. Dillon Read
has been appointed manager of Concord II by Venture Associates
II, and as such, has the power to vote and the power to dispose
of the securities reported in this Schedule 13D as being owned
by Concord II.
The partnership agreement with respect to Lexington
II provides that the management, operation and investment pol-
icy (which includes the right to vote or power to direct the
disposition of securities) of Lexington II shall be vested
exclusively in its general partner, which is Dillon Read. The
partnership agreement with respect to Lexington III provides
that the management, operation and investment policy (which
includes the right to vote or power to direct the disposition
of securities) of Lexington III shall be vested exclusively in
its general partner, which is Dillon Read.
Pursuant to a management agreement, Dillon Read has
been appointed manager of Concord Japan, and as such, has the
<PAGE>
-3-
power to vote and the power to dispose of the securities
reported in this Schedule 13D as being owned by Concord Japan.
The names, addresses, citizenships and principal
occupations or employments of the respective directors and
executive officers of DR Holding, DRI and Dillon Read are set
forth in Exhibits A, B and C, respectively, attached hereto,
which are incorporated herein by reference. The names,
addresses, citizenships and principal occupations or employ-
ments of the directors and executive officers of Concord Japan
are set forth in Exhibit D, attached hereto, which is incorpo-
rated herein by reference.
Except as set forth in Exhibits A, B, C and D hereto
and in the following paragraph, none of the Reporting Persons,
nor, to the best knowledge of any of the Reporting Persons, any
other person identified pursuant to this Item 2, within the
last five years was (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or
(ii) a party to a civil proceeding of a judicial or administra-
tive body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or a finding of
any violations of such laws.
On January 16, 1992, Dillon Read (along with 97 other
securities firms), without admitting or denying any findings,
consented to the entry of an Order in settlement of an SEC
Administrative Proceeding (File No. 3-7646) entitled In the
Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises ("GSE"). The Order stated the
SEC's findings that Dillon Read made and kept certain records
that did not accurately reflect Dillon Read's customers' orders
for certain GSE securities in violation of Section 17(a) (and
Rules 17a-3 and 17a-4 thereunder). The Order further provided
that Dillon Read shall cease and desist from any violation in
the future, pay a penalty of $100,000, and maintain policies
and procedures reasonably designed to ensure future compliance
with the provisions of Section 17(a) and Rules 17a-3 and 17a-4
thereunder.
Item 3. Source and Amount of Funds or Other Consideration
Dillon Read, as agent, and each of the Funds received
the shares of Common Stock held by them pursuant to the conver-
sion of preferred stock (the "Preferred Stock" and together
<PAGE>
-4-
with the Common Stock, the "Shares") of the Company upon the
closing of the initial public offering by the Company of its
Common Stock in November, 1995 (the "Initial Public Offering").
Concord Japan purchased the Shares purchased by it with corpo-
rate funds made available to it pursuant to a capital call from
its shareholders. Each of Concord II, Lexington II and Lexing-
ton III purchased the Shares purchased by it with partnership
funds made available to it pursuant to a capital call from its
limited partners. As set forth under Items 5 and 6 below,
61,589 shares of Common Stock owned of record by Dillon Read
(the "Agency Shares") are held by it as agent for certain man-
aging directors, former managing directors, officers and former
officers of Dillon Read listed on Exhibit E, attached hereto
and incorporated herein by reference, under powers of attorney
pursuant to which Dillon Read has been granted sole voting
power and sole investment power with respect to such securi-
ties. Such Common Stock was received by each of the persons
listed on Exhibit E hereto upon the conversion and distribution
of shares of Preferred Stock held by such person upon the clos-
ing of the Initial Public Offering. The source and the aggre-
gate amount of funds used to purchase the Shares (including the
cost of converting the Preferred Stock into Common Stock) by
each of the persons listed on Exhibit E hereto is set forth in
Exhibit E hereto. The table below sets forth the aggregate
amount of funds used in making the purchases of the Shares
(including the cost of converting the Preferred Stock into Com-
mon Stock) by each of the Funds and Dillon Read, as agent.
<TABLE>
<CAPTION>
Shares
Originally Total
Price
Purchaser Purchased1 of
Shares
- --------- ----------
- -----------
<S> <S> <C>
Concord Japan 191,273 $
404,202
Concord II 1,052,000
2,223,100
Lexington II 35,000
70,000
Lexington III 15,151
50,000
Dillon Read2 109,980
333,995
_________________________
<FN>
1 Reflects a two-for-three reverse stock split effective
August 28,
1995.
2 Reflects the amount of funds used to purchase the 109,980
Agency
Shares acquired by Dillon Read, as agent, for the benefit
of those
persons listed on Exhibit E but does not include the
Market-Making
Shares (as defined below).
</TABLE>
<PAGE>
-5-
As of May 20, 1996, Dillon Read was long 219 shares
of Common Stock (the "Market-Making Shares"), all of which
shares were purchased in the ordinary course of Dillon Read's
market-making activities. See Item 4 below for further infor-
mation regarding Dillon Read's market-making activities.
Item 4. Purpose of Transaction
On May 8, 1996, Dillon Read commenced market-making
activities in the Common Stock in the ordinary course of Dillon
Read's securities brokerage and trading activities. The
Market-Making Shares were purchased in the ordinary course of
such market-making activities. As such Dillon Read may acquire
or dispose of shares of Common Stock for its own account. Such
market-making is not for the purpose of effecting any of the
actions enumerated in paragraphs (a) through (j) of Item 4 of
Schedule 13D and may be discontinued at any time without
notice. At any time, Dillon Read may be long or short in its
position with respect to the Common Stock. At May 20, 1996,
Dillon Read was long 219 Market-Making Shares.
Except for the Market-Making Shares, all of the
shares of Preferred Stock (converted into Common Stock in con-
nection with the Initial Public Offering) were acquired by the
Reporting Persons in transactions originally occurring between
September 1988 and February 1992.
The Funds acquired the shares of Preferred Stock
(converted into Common Stock in connection with the Initial
Public Offering) owned of record by them in the ordinary course
of their respective investment activities and as contemplated
by their organizational documents. Dillon Read acquired the
61,589 Agency Shares owned of record by it pursuant to powers
of attorney executed by the individuals listed on Exhibit E
hereto.
By reason of Dillon Read's relationship with the
Funds (see Item 2), Dillon Read may be in a position to influ-
ence whether the Company engages in certain corporate transac-
tions, including those transactions enumerated under paragraphs
(a) through (j) of Item 4 of Schedule 13D.
Except as described in this Statement, as of the date
hereof, the Reporting Persons have not formulated any specific
plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional securities of the Com-
pany or the disposition of securities of the Company; (b) an
<PAGE>
-6-
extraordinary corporate transaction, such as a merger, reorgan-
ization or liquidation involving the Company; (c) a sale or
transfer of a material amount of assets of the Company; (d) any
change in the present board of directors or management of the
Company, including any plans or proposals to change the number
or term of directors or management of the Company, including
any plans or proposals to change the number or term of direc-
tors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend pol-
icy of the Company; (f) any other material change in the Compa-
ny's business or corporate structure; (g) changes in the Compa-
ny's charter or bylaws or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be autho-
rized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class
of equity securities of the Company to become eligible for ter-
mination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Act"); or
(j) any action similar to any of those enumerated above.
Item 5. Interests in Securities of the Issuer
(a) By reason of their relationship with Dillon
Read
(see Item 2), as of May 20, 1996, DR Holding and DRI may be
deemed pursuant to Rule 13d-3 under the Act ("Rule 13d-3") to
beneficially own 1,122,548 shares of Common Stock, representing
5.1% of the outstanding shares of Common Stock reported by the
Company to be outstanding at March 31, 1996 (the "Outstanding
Shares"). DR Holding and DRI disclaim beneficial ownership of
all shares of Common Stock held by Dillon Read and the Funds.
By reason of Dillon Read's relationship with the
Funds (see Item 2), as of May 20, 1996, Dillon Read may be
deemed pursuant to Rule 13d-3 to beneficially own 1,122,548
shares of Common Stock (including the 61,589 Agency Shares held
by Dillon Read as agent for the persons listed on Exhibit E
hereto), representing 5.1% of the Outstanding Shares.
As of May 20, 1996, Concord II beneficially owns
841,600 shares of Common Stock, representing 3.8% of the Out-
standing Shares. Concord Japan beneficially owns 191,273
shares of Common Stock, representing .91% of the Outstanding
Shares. Lexington II beneficially owns 19,601 shares of Common
Stock, representing .09% of the Outstanding Shares. Lexington
<PAGE>
-7-
III beneficially owns 8,485 shares of Common Stock, represent-
ing .04% of the Outstanding Shares.
In addition, as of May 20, 1996, the individuals
named in Exhibit E hereto may be deemed to beneficially own the
61,589 Agency Shares, representing .28% of the Outstanding
Shares; however, pursuant to powers of attorney executed by
each such individual in favor of Dillon Read, Dillon Read has
been granted sole voting power and sole investment power with
respect to the Agency Shares. Accordingly, each such person
disclaims beneficial ownership of the Agency Shares held by
Dillon Read for his economic benefit. The name of each such
person and the number of Agency Shares and other shares of Com-
mon Stock and the percentage of the Outstanding Shares as to
which each such person disclaims or affirms beneficial owner-
ship are set forth in Exhibit E hereto, which is incorporated
herein by reference.
On May 14, 1996, Dillon Read released the power of
attorney relating to an aggregate of 48,391 Agency Shares with
respect to which Dillon Read had previously been granted sole
voting power and sole investment power. As of May 20, 1996,
there are 61,589 Agency Shares held by Dillon Read as agent for
the persons listed on Exhibit E hereto.
Pursuant to each respective partnership agreement, on
May 14, 1996, Lexington II distributed an aggregate of 15,399
shares of Common Stock to its partners, and Lexington III dis-
tributed an aggregate of 6,666 shares of Common Stock to its
partners. Pursuant to its partnership agreement, on May 20,
1996, Concord II distributed an aggregate of 210,400 shares of
Common Stock to its partners.
Except as set forth herein, to the best knowledge of
the Reporting Persons, none of the other persons identified in
this filing currently owns, or has any right to acquire, any
shares of the Common Stock.
(b) As noted in Items 2 and 5(a), Dillon Read has
the voting power and investment power with respect to the
shares of Common Stock reported in this Statement as being ben-
eficially owned by the Funds, and with respect to the Agency
Shares. By reason of their relationship with one another,
Dillon Read, DRI and DR Holding may be deemed to share voting
and dispositive powers as to all of the shares of Common Stock
reported in Item 5(a) that Dillon Read may be deemed to
<PAGE>
-8-
beneficially own; however, as noted above, DR Holding and DRI
disclaim beneficial ownership of such shares.
(c) Except as set forth below, to the best
knowledge
of the Reporting Persons, none of the persons identified in
this filing effected transactions in the Common Stock within
the preceding sixty days. Dillon Read currently makes a market
in the Common Stock, and as such, may acquire or dispose of
shares of Common Stock for its own account in the ordinary
course of its securities brokerage and trading activities.
Such market-making is not for the purpose of effecting any of
the actions enumerated in paragraphs (a) through (j) of Item 4
of Schedule 13D and may be discontinued at any time without
notice. Exhibit F sets forth market-making transactions by
Dillon Read during the past sixty days and is incorporated
herein by reference. All items were purchases and sales
effected in open market transactions.
(d) To the best knowledge of the Reporting Persons,
no person other than those identified in this Schedule has the
right to receive or the power to direct the receipt of divi-
dends from, or the proceeds from the sale of, the securities
reported on this Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionships with Respect to Securities of the Issuer
Dillon Read currently makes a market in the Common
Stock in the ordinary course of its securities brokerage and
trading activities. Such market-making may be discontinued at
any time without notice.
In connection with the future sales by the Company of
its Common Stock, Exhibit I (attached hereto and incorporated
herein by reference) sets forth the arrangement between the
Reporting Persons and the Company with respect to a right of
first offer for such Common Stock granted to the Reporting Per-
sons by the Company.
In connection with the issuance and sale of the Pre-
ferred Stock (converted into Common Stock in connection with
the Initial Public Offering), Exhibit J (attached hereto and
incorporated herein by reference) sets forth the arrangement
between the Reporting Persons and the Company with respect to
<PAGE>
-9-
registration rights for such Common Stock granted to the
Reporting Persons by the Company.
Item 7. Material to be Filed as Exhibits
Exhibit A - Executive Officers and Directors of
Dillon,
Read Holding Inc.
Exhibit B - Executive Officers and Directors of
Dillon,
Read Inc.
Exhibit C - Executive Officers and Directors of
Dillon,
Read & Co., Inc.
Exhibit D - Executive Officers and Directors of
Concord
Partners Japan Limited.
Exhibit E - Ownership of Common Stock by Managing
Directors, Former Managing Directors,
Officers and Former Officers of Dillon,
Read & Co. Inc.
Exhibit F - Market-Making Transactions by Dillon, Read
& Co. Inc. During Past Sixty Days.
Exhibit G - Joint Filing Agreement Pursuant to Rule
13d-1(f).
Exhibit H - Form of Power of Attorney Executed by Per-
sons Listed in Exhibit E.
Exhibit I - Amendment No. 1 to the Stock Purchase
Agreements.
Exhibit J - Amended and Restated Registration Rights
Agreement.
<PAGE>
SIGNATURES
The undersigned certify that, after reasonable
inquiry and to the best of their respective knowledge and
belief, the information set forth in the Schedule 13D is true,
complete and correct.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
____________________________
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
____________________________
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
____________________________
Name: David W. Niemiec
Title: Vice Chairman
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
____________________________
Attorney-in-Fact
<PAGE>
-2-
CONCORD PARTNERS JAPAN
LIMITED
By: /s/ Peter A. Leidel
____________________________
Attorney-in-Fact
LEXINGTON PARTNERS II, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
____________________________
Managing Director
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
____________________________
Managing Director
Dated: May 24, 1996
<PAGE>
<PAGE>
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and Managing
Director of Dillon, Read & Co.
Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director, Managing
Director, Treasurer and Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding
Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and
Man-
aging Director of Dillon,
Read &
Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive
Offi-
cer, Director and Managing
Direc-
tor of Dillon, Read & Co.
Inc.
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT A
Executive Officers and Directors of Dillon, Read Holding
Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden
(U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden
(U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: Jan Hessel Lindenbergh
RESIDENCE OR ING Bank
BUSINESS ADDRESS: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
PRINCIPAL OCCUPATION:
(a) Name: ING Bank
(b) Address: De Amsterdam Poort
1102 MG Amsterdam Zuiboost
The Netherlands
(c) Title: Director
CITIZENSHIP: HOLLAND
<PAGE>
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and
Managing
Director of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director,
Managing
Director, Treasurer and
Secretary
of Dillon, Read & Co. Inc.
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT B
Executive Officers and Directors of Dillon, Read Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and
Man-
aging Director of Dillon,
Read
& Co. Inc.
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive
Offi-
cer, Director and Managing
Direc-
tor of Dillon, Read
& Co. Inc.
CITIZENSHIP: USA
<PAGE>
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: John P. Birkelund
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Chairman, Director and
Managing
Director
CITIZENSHIP: USA
NAME: David W. Niemiec
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director,
Managing
Director, Treasurer and
Secretary
CITIZENSHIP: USA
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Francois de Saint Phalle
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Vice Chairman, Director and
Man-
aging Director
CITIZENSHIP: USA
NAME: Franklin W. Hobbs, IV
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: President, Chief Executive
Offi-
cer, Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Barbara T. Alexander
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Sharyar Aziz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Tamara A. Baum
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: James H. Brandi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: William S. Brenizer
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: John G. Brim
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Michael A. Cilia
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Frank V. Colombo
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: John N. Crew
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Kenneth S. Crews
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-8-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Richard W. Dickey
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Charles P. Durkin, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-9-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Peter M. Flanigan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Thomas J. Hartfield
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-10-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: John H.F. Haskell, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Anthony B. Helfet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 555 California Street, Suite
4950
San Francisco, CA 94104
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 555 California Street, Suite
4950
San Francisco, CA 94104
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-11-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: William O. Hiltz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Robert H. Hotz
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-12-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: James W. Hunt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Peter H. Imhoff
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-13-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Yerger Johnstone
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: UK
NAME: Craig A.T. Jones
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 260 Franklin Street - 15th
Floor
Boston, MA 02110
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 260 Franklin Street - 15th
Floor
Boston, MA 02110
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-14-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Kenjiro Kawaguchi
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: Imperial Tower, 6th Floor
1-1-1 Uschisaiwai-cho
Chiyoda-ku
Tokyo, Japan
(c) Title: Director and Managing
Director
CITIZENSHIP: Japan
NAME: Patrick J. Landers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-15-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Bryan H. Lawrence
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: J. Richard Leaman, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-16-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Richard R. Macek
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 120 Wall Street
New York, NY 10005
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 120 Wall Street
New York, NY 10005
(c) Title: Controller, Director and
Managing
Director
CITIZENSHIP: USA
NAME: Daniel F. Marciano
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-17-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Cynthia R. Melcher
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Richard J. Milligan
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-18-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Richard H. Montague
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Robert Moulton-Ely
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-19-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: John H. Mullin, III
RESIDENCE OR Ridgeway Farm Inc.
BUSINESS ADDRESS: Route 2
Box 380
Brookneal, VA 24528
PRINCIPAL OCCUPATION:
(a) Name: Ridgeway Farm Inc.
(b) Address: Route 2
Box 380
Brookneal, VA 24528
(c) Title: Shade Tree Farmer
CITIZENSHIP: USA
NAME: Christian L. Oberbeck
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-20-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Victor A. Pelson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Robert A. Pilkington
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: UK
<PAGE>
-21-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Thomas L. Piper, III
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Jerome H. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-22-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: William P. Powell
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Kenneth M. Schmidt
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-23-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: H.C. Bowen Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Richard R.S. Smith
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-24-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Danforth H. Starr
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: Jason D. Sweet
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 3950 Trammel Crow Lane
2001 Ross Avenue
Dallas, TX 75201
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-25-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: F. Davis Terry, Jr.
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Robert E. Weeden
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-26-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Lorenzo D. Weisman
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: France
NAME: Edward B. Whitney
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-27-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: George A. Wiegers
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director
CITIZENSHIP: USA
NAME: John E. Wilson
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
<PAGE>
-28-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Robert A. Young
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: USA
NAME: Simon A. Borrows
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Director
CITIZENSHIP: UK
<PAGE>
-29-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Leendert C. Grijns
RESIDENCE OR Internationale Nederlanden
(U.S.)
BUSINESS ADDRESS: Capital Corporation
135 East 57th Street
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Internationale Nederlanden
(U.S.)
Capital Corporation
(b) Address: 135 East 57th Street
New York, NY 10022
(c) Title: Chairman
CITIZENSHIP: Dutch
NAME: James R.C. Lupton
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 60 London Wall
London EC2M 5TQ
United Kingdom
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 60 London Wall
London EC2M 5TQ
United Kingdom
(c) Title: Executive Director
CITIZENSHIP: UK
<PAGE>
-30-
SCHEDULE 13D
EXHIBIT C
Executive Officers and Directors of Dillon, Read & Co.
Inc.
NAME: Michael D.G. Ross
RESIDENCE OR Baring Brothers International
Limited
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Baring Brothers International
Limited
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Managing Director
CITIZENSHIP: UK
<PAGE>
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Hamaoka Heiichi
RESIDENCE OR Nissan Motor Co., Ltd.
BUSINESS ADDRESS: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nissan Motor Co., Ltd.
(b) Address: 6-17-1, Ginza, Chuo-Ku
Tokyo, Japan
(c) Title: Managing Director,
Nissan Motor Co., Ltd.
CITIZENSHIP: Japan
NAME: Gentaro Kawase
RESIDENCE OR Nippon Life Insurance Company
BUSINESS ADDRESS: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Life Insurance Company
(b) Address: 3-5-12, Imabashi, Chuo-ku
Osaka, Japan
(c) Title: Chairman, Nippon Life
Insurance
Company
CITIZENSHIP: Japan
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Takashi Imai
RESIDENCE OR Nippon Steel Corporation
BUSINESS ADDRESS: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: Nippon Steel Corporation
(b) Address: 2-6-3, Otemachi, Chiyoda-ku
Tokyo, Japan
(c) Title: Representative Director and
Exec-
utive Vice President, Nippon
Steel Corporation
CITIZENSHIP: Japan
NAME: Yoh Kurosawa
RESIDENCE OR The Industrial Bank of Japan,
Ltd.
BUSINESS ADDRESS: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
PRINCIPAL OCCUPATION:
(a) Name: The Industrial Bank of Japan,
Ltd.
(b) Address: 1-3-3, Marunouchi, Chiyoda-ku
Tokyo, Japan
(c) Title: President, The Industrial
Bank of
Japan, Ltd.
CITIZENSHIP: Japan
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT D
Executive Officers and Directors of
Concord Partners Japan Limited
NAME: Lorenzo D. Weisman
RESIDENCE OR Dillon, Read & Co. Inc.
BUSINESS ADDRESS: 535 Madison Avenue
New York, NY 10022
PRINCIPAL OCCUPATION:
(a) Name: Dillon, Read & Co. Inc.
(b) Address: 535 Madison Avenue
New York, NY 10022
(c) Title: Director and Managing
Director
CITIZENSHIP: France
NAME: Amerex S.A.
RESIDENCE OR Coutts & Company (Bahamas)
Ltd.
BUSINESS ADDRESS: West Bay Street
Nassau, Bahamas
PRINCIPAL OCCUPATION:
(a) Name: Coutts & Company (Bahamas)
Ltd.
(b) Address: West Bay Street
Nassau, Bahamas
(c) Title: Supervisor of Company
Services and
Secretary of Coutts & Company
(Bahamas) Ltd.
CITIZENSHIP: Bahamas
<PAGE>
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
Unless otherwise indicated, all purchases were made
with individual funds.
NAME: H. Michael Ashford
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 168
AMOUNT AND SOURCE
OF FUNDS: $336
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .001%
NAME: Neil Austrian
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,400
AMOUNT AND SOURCE
OF FUNDS: $2,800
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: John P. Birkelund
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 23,334
AMOUNT AND SOURCE
OF FUNDS: $68,334
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .11%
NAME: Douglas A. Darby
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,397
AMOUNT AND SOURCE
OF FUNDS: $7,910
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Charles P. Durkin, Jr.
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,800
AMOUNT AND SOURCE
OF FUNDS: $5,600
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Irvin Federman
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,400
AMOUNT AND SOURCE
OF FUNDS: $2,800
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-4-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Peter M. Flanigan
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 3,040
AMOUNT AND SOURCE
OF FUNDS: $8,992
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Franklin W. Hobbs, IV
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 8,108
AMOUNT AND SOURCE
OF FUNDS: $22,038
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .04%
<PAGE>
-5-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Craig A.T. Jones
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 848
AMOUNT AND SOURCE
OF FUNDS: $2,798
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .001%
NAME: John H. Mullin, III
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 7,700
AMOUNT AND SOURCE
OF FUNDS: $21,900
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .03%
<PAGE>
-6-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: David W. Niemiec
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 4,497
AMOUNT AND SOURCE
OF FUNDS: $12,933
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .02%
NAME: Danforth W. Starr
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,400
AMOUNT AND SOURCE
OF FUNDS: $2,800
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
-7-
SCHEDULE 13D
EXHIBIT E
Ownership of Common Stock by Managing Directors,
Former Managing Directors, Officers and
Former Officers of Dillon, Read & Co. Inc.
NAME: Philip M. Young
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 2,800
AMOUNT AND SOURCE
OF FUNDS: $5,600
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
NAME: Robert A. Young
NUMBER OF SHARES
BENEFICIAL OWNERSHIP
DISCLAIMED: 1,697
AMOUNT AND SOURCE
OF FUNDS: $5,600
PERCENTAGE OF
OUTSTANDING COMMON
STOCK: .01%
<PAGE>
SCHEDULE 13D
EXHIBIT F
Market-Making Transactions in SanDisk Corporation
Common Stock by Dillon, Read & Co. Inc.
During Past Sixty Days
<TABLE>
<CAPTION>
Trade Date Buy/Sell Quantity Net Price Per
Share
- ---------- -------- --------
- -------------------
<S> <C> <C> <C>
05/08/96 S 800 $14.3125
05/08/96 B 1,000 13.8750
05/08/96 B 1,000 13.5000
05/08/96 S 1,000 13.2500
05/08/96 S 1,000 13.2500
05/08/96 S 1,000 13.2500
05/08/96 S 200 13.2500
05/08/96 B 2,000 13.2500
05/08/96 B 3,000 13.0000
05/08/96 S 1,000 13.0625
05/08/96 S 600 13.1250
05/08/96 S 1,000 13.2500
05/08/96 B 5,000 13.0000
05/08/96 S 3,000 13.0000
05/08/96 S 1,000 13.0000
05/08/96 S 1,000 13.3750
05/08/96 S 1,000 13.7500
05/09/96 S 150 14.0000
05/09/96 S 200 13.6250
05/09/96 S 1,000 13.6250
05/09/96 S 1,500 13.6250
05/09/96 B 5,000 13.5000
05/09/96 S 1,500 13.6250
05/09/96 S 1,500 13.6250
05/09/96 S 7,000 13.6250
05/09/96 B 5,000 13.5000
05/09/96 B 1,000 13.5625
05/10/96 S 2,500 14.0000
05/10/96 S 1,500 13.8750
05/10/96 B 10,000 13.7500
05/10/96 S 800 14.0000
05/10/96 S 1,000 13.8750
05/10/96 S 300 14.0000
05/10/96 S 1,900 14.1250
05/13/96 S 3,000 14.1250
05/13/96 B 5,000 13.7500
05/13/96 S 2,000 14.1250
05/13/96 S 5,000 14.1250
</TABLE>
<PAGE>
-2-
SCHEDULE 13D
EXHIBIT F
Market-Making Transactions in SanDisk Corporation
Common Stock by Dillon, Read & Co. Inc.
During Past Sixty Days
<TABLE>
<CAPTION>
Trade Date Buy/Sell Quantity Net Price Per
Share
- ---------- -------- --------
- -------------------
<S> <C> <C> <C>
05/13/96 B 5,000 13.7500
05/13/96 B 5,000 14.0000
05/13/96 S 1,000 14.1875
05/13/96 B 5,000 14.0000
05/13/96 S 1,000 14.1875
05/13/96 S 1,000 14.1250
05/13/96 S 3,000 14.1250
05/13/96 S 1,500 14.0000
05/13/96 S 400 14.0625
05/13/96 S 2,800 14.1250
05/14/96 S 3,000 14.2500
05/14/96 B 5,000 14.0000
05/14/96 S 700 14.0000
05/14/96 B 1,000 14.0000
05/14/96 S 1,600 14.1250
05/14/96 B 2,395 14.0000
05/14/96 S 600 14.1875
05/14/96 S 500 14.1250
05/15/96 S 1,200 15.2500
05/15/96 S 1,500 15.1250
05/15/96 S 500 15.2500
05/15/96 B 4,000 15.0000
05/15/96 S 2,000 15.3750
05/15/96 B 1,000 15.3750
05/15/96 S 500 15.3750
05/15/96 S 500 15.0000
05/15/96 S 400 15.0000
05/15/96 S 1,000 14.9375
05/15/96 S 5,000 14.8750
05/15/96 B 5,669 14.3750
05/15/96 S 1,000 14.4375
05/15/96 B 5,000 14.2500
05/15/96 S 1,800 14.3750
05/15/96 S 30 14.5000
05/16/96 S 500 14.9375
05/16/96 B 2,000 15.1250
</TABLE>
<PAGE>
-3-
SCHEDULE 13D
EXHIBIT F
Market-Making Transactions in SanDisk Corporation
Common Stock by Dillon, Read & Co. Inc.
During Past Sixty Days
<TABLE>
<CAPTION>
Trade Date Buy/Sell Quantity Net Price Per
Share
- ---------- -------- --------
- -------------------
<S> <C> <C> <C>
05/16/96 S 2,000 15.2500
05/16/96 S 800 15.1250
05/17/96 S 2,000 15.1250
05/17/96 S 3,000 15.0000
05/17/96 S 5,000 15.0000
05/17/96 B 11,978 14.8750
05/17/96 S 11,000 15.0000
05/17/96 B 10,000 14.8750
05/17/96 S 1,000 14.9375
05/17/96 S 500 15.1250
05/17/96 S 1,000 15.1250
05/17/96 B 2,395 14.8750
05/17/96 S 500 15.5000
05/17/96 S 500 15.5000
05/20/96 S 1,000 16.0000
05/20/96 B 2,000 15.7500
05/20/96 S 1,000 16.2500
05/20/96 B 2,000 16.0000
05/20/96 S 1,000 16.0000
05/20/96 S 1,000 16.0000
05/20/96 S 2,000 16.0000
05/20/96 S 4,000 15.8750
05/20/96 S 1,000 16.0000
05/20/96 B 11,362 15.7500
05/20/96 S 2,100 15.8125
05/20/96 S 200 16.0000
05/20/96 B 1,000 15.7500
05/20/96 S 2,000 15.9375
</TABLE>
<PAGE>
SCHEDULE 13D
EXHIBIT G
Joint Filing Agreement
Pursuant to Rule 13d-1(f)
The undersigned hereby agree, pursuant to Rule
13d-1(f) under the Securities Exchange Act of 1934, as amended,
that the annexed Statement on Schedule 13D and all amendments
thereto shall be filed on behalf of each of them.
DILLON, READ HOLDING INC.
By: /s/ David W. Niemiec
____________________________
Name: David W. Niemiec
Title: Vice Chairman
DILLON, READ INC.
By: /s/ David W. Niemiec
____________________________
Name: David W. Niemiec
Title: Secretary
DILLON, READ & CO. INC.
By: /s/ David W. Niemiec
____________________________
Name: David W. Niemiec
Title: Vice Chairman
CONCORD PARTNERS II, L.P.
By: Venture Associates II, L.P.,
its General Partner
By: Dillon, Read Inc.,
its General Partner
By: /s/ Peter A. Leidel
____________________________
Attorney-in-Fact
<PAGE>
-2-
CONCORD PARTNERS JAPAN
LIMITED
By: /s/ Peter A. Leidel
____________________________
Attorney-in-Fact
LEXINGTON PARTNERS II, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
____________________________
Managing Director
LEXINGTON PARTNERS III, L.P.
By: Dillon, Read & Co. Inc.,
its General Partner
By: /s/ David W. Niemiec
____________________________
Managing Director
Dated: May 24, 1996
<PAGE>
SCHEDULE 13D
EXHIBIT H
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints Dillon, Read & Co. Inc.
("Dillon Read"), acting through any of its duly authorized
officers, the true and lawful agent and attorney-in-fact of the
undersigned with respect to all matters arising in connection
with the undersigned's accepting, holding and disposing of
investment opportunities that may be presented by Dillon Read
to the undersigned from time to time, including but not limited
to (i) investments in companies in which Concord Partners, a
New York limited partnership, Concord Partners II, a Delaware
limited partnership, Saratoga Partners, a Delaware limited
partnership, Saratoga Partners II, a Delaware limited partner-
ship, Yorktown Energy Partners, a Delaware limited partnership,
The Second Charterhouse Buy-Out Fund, a Delaware limited part-
nership, France Capital Developpement, a fund organized under
the laws of France, or The Sudimer Buy-Out Fund N.V., a Nether-
lands Antilles corporation, or any similar investment fund is
also an investor, and (ii) investments directly in Dillon, Read
Industrial Development Capital Fund, a limited partnership
established under the laws of England, The Portugal Property
<PAGE>
Fund, a Netherlands Antilles corporation, or any similar
investment fund (each such investment being referred to herein
as an "Investment"). Such appointment shall become effective
with respect to any Investment upon written notification by the
undersigned to Dillon Read that the undersigned wishes to
accept such Investment. Without limiting the foregoing, Dillon
Read shall have full power and authority: (A) to execute and
deliver or otherwise make for and on behalf of the undersigned
in such form as Dillon Read may, from time to time, approve,
(i) a purchase agreement relating to each Investment, (ii) any
amendments to or waivers regarding any such purchase agreement,
and (iii) any other agreements or certificates in connection
with such Investment; (B) to vote or otherwise act with respect
to any securities acquired in an Investment in its sole discre-
tion; and (C) to dispose, on behalf of the undersigned, at any
time or from time to time, of all or any specified portion of
any Investment, without any prior notification to the under-
signed, and in connection therewith to execute and deliver or
otherwise make for or on behalf of the undersigned in such form
as Dillon Read may approve, and at such time and under such
circumstances as Dillon Read may decide, (i) a sales agreement
relating to such Investment, and (ii) any other agreements or
certificates in connection with the sale of such Investment; in
each case, unless and until the undersigned becomes the record
holder of such securities, and Dillon Read shall have the sole
<PAGE>
and exclusive authority to determine when to transfer the
record ownership of an Investment to the undersigned (in which
case this power of attorney (other than the next two succeeding
paragraphs) shall cease with respect to such Investment).
Dillon Read's approval of the form of any document or
certificate shall be conclusively evidenced by Dillon Read's
execution thereof.
The undersigned hereby ratifies and confirms all that
said agent and attorney-in-fact may do by virtue hereof. The
undersigned also hereby ratifies, confirms and adopts all
actions taken prior to this date by Dillon Read on the under-
signed's behalf in connection with any Investment in which the
undersigned has participated and hereby irrevocably releases
Dillon Read and any of its affiliates from any present or
future claims, losses or liability in connection with the power
of attorney granted hereby, any Investment or any act or omis-
sion by Dillon Read in connection therewith.
This appointment shall be irrevocable with respect to
any Investment once the purchase agreement for such Investment
has been executed and delivered on behalf of the undersigned
pursuant hereto or otherwise.
<PAGE>
This power of attorney and any action taken hereunder
by Dillon Read shall not be affected by the subsequent dis-
ability, incompetence or death of the undersigned and any such
action shall be binding upon the heirs, executors, legal repre-
sentatives and assigns of the undersigned.
________________________
______________________________________
(Date) (Signature)
________________________
______________________________________
(Place of Execution) (Print Name)
<PAGE>
Exhibit I
AMENDMENT NO. 1 TO THE
STOCK PURCHASE AGREEMENTS
This Amendment No. 1 ("Amendment No. 1") to the
Series A Preferred Stock Purchase Agreement, dated as of
September 16, 1988, as amended (the "Series A Agreement"), the
Series B Preferred Stock Purchase Agreement, dated as of
February 27, 1989, as amended (the "Series B Agreement"), the
Series D Preferred Stock Purchase Agreement, dated as of
June 7, 1990, as amended (the "Series D Agreement"), and the
Series E Preferred Stock Purchase Agreements, dated as of
February 13, 1992, as amended, March 16, 1992, as amended,
March 31, 1992, as amended, and May 11, 1992, as amended, (each
a "Series E Stock Purchase Agreement") (the Series A Agreement,
Series B Agreement, Series D Agreement and Series E Agreement,
collectively, the "Agreements"), is made and entered into as of
the 15th day of January 1993, by and among SunDisk Corporation,
a Delaware corporation (the "Company"), the holders of the Com-
pany's Series A, Series B, Series D and certain holders of
Series E Preferred Stock (collectively, the "Holders"). Terms
not otherwise defined herein shall have the meanings assigned
to them in the Agreements.
RECITALS
WHEREAS, the Agreements provide that certain holders
of the Company's Preferred Stock shall be entitled to a right
of first refusal; and
WHEREAS, the Company has entered into a Stock Pur-
chase Agreement with Seagate Technology, Inc. (the "Stock Pur-
chase Agreement") or the purchase of 7,165,162 shares of
Series F Preferred Stock for a price of $4.187 per share; and
WHEREAS, pursuant to the terms of the Stock Purchase
Agreement the right of first refusal in the Agreements are
required to be amended; and
WHEREAS, the Holders desire to amend such right.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Paragraph 7.4 of the Agreements shall be deleted
in its entirety and replaced by the following:
<PAGE>
-2-
7.4 Investor Right of First Offer. Subject to the
terms and conditions specified in this Section 7.4 and
Section 7.11 below, the Company hereby grants the Investor, for
as long as the Investor continues to be a Major Investor, a
non-assignable right of first offer with respect to future
sales by the Company of its Shares (as hereinafter defined).
Each time the Company proposes to offer any shares
of, or securities convertible into or exercisable for any
shares of, any class of its capital stock ("Shares"), the Com-
pany shall make an offering of such Shares to the Investor in
accordance with the following provisions:
(a) The Company shall deliver a notice by cer-
tified mail ("Notice") to the Investor stating (a) its bona
fide intention to offer such Shares, (b) the number of such
Shares to be offered, and (c) the price and terms, if any, upon
which it proposes to offer such Shares.
(b) Within 30 calendar days after receipt of
the Notice, the Investor may elect to purchase or obtain, at
the price and on the terms specified in the Notice, up to that
portion of such Shares which equals the proportion that the
number of shares of Common Stock issued and held, or issuable
upon conversion of the Series F Preferred Stock then held by
such Investor bears to the total number of shares of Common
Stock of the Company then outstanding (assuming full conversion
and exercise of all convertible securities and all then out-
standing options and warrants to acquire Voting Securities).
(c) If all Shares which the Major Investors
are
entitled to obtain pursuant to Paragraph 7.4(b) of the Series A
Agreement, Series B Agreement, Series D Agreement, Series E
Agreement and this Agreement are not elected to be obtained as
provided in Paragraph 7.4(b) thereof and hereof, the Company
shall, during the 60-day period following the expiration of the
period provided in such Paragraphs 7.4(b), deliver to each
other Major Investor who has elected to purchase its full ini-
tial portion in accordance with Section 7.4 of the Series A
Agreement, Series B Agreement, Series D Agreement, Series E
Agreement and this Agreement, as the case may be (a "Fully
Exercising Stockholder"), a Notice of Unsubscribed Shares,
which shall specify the number of unsubscribed shares remaining
after application of the respective Paragraphs 7.4(b). A Fully
Exercising Stockholder may elect to purchase any such Unsub-
scribed Shares, up to each such Fully Exercising Stockholder's
pro rata portion, as determined above, or such other proportion
<PAGE>
-3-
of all or any part of the Unsubscribed Shares as all Fully
Exercising Stockholder may mutually agree upon.
(d) If all Shares that the Major Investor's
are
entitled to obtain pursuant to Paragraph 7.4(b) and Para-
graph 7.4(c) of this Agreement, the Series A Agreement, the
Series B Agreement, the Series D Agreement and the Series E
Agreement, are not elected to be obtained as provided in such
Paragraphs, the Company may offer the remaining unsubscribed
portion of such Shares to any person or persons at a price not
less than, and upon terms no more favorable to the offeree than
those specified in the Notice. If the Company does not enter
into an agreement for the sale of the Shares within such
period, or if such agreement is not consummated within 30 days
of the execution thereof, the right provided hereunder shall be
deemed to be revived and such Shares shall not be offered
unless first reoffered to the Investor in accordance herewith.
(e) The right of first offer in this Para-
graph 7.4 shall not be applicable (d) to the issuance or sale
of shares of Common Stock (or options therefor) to directors,
officers, employees or consultants or employees of companies
participating in development efforts approved by the Board of
Directors for the primary purpose of soliciting or retaining
their employment or services, provided each such person exe-
cutes an agreement, in substantially the form of the Stock Pur-
chase Agreement attached hereto as Exhibit D, (e) to a bona
fide, firmly underwritten initial public offering of shares of
Common Stock, registered under the Securities Act pursuant to a
registration statement on Form S-1, at an offering price of at
least $7.50 per share (appropriately adjusted for any stock
split, dividend, combination or other recapitalization) and
$15,000,000 in the aggregate or pursuant to which there is a
conversion of the Series E and Series F Preferred Stock,
(f) the issuance of securities pursuant to the conversion or
exercise of convertible or exercisable securities outstanding
or authorized as of the date hereof, (g) the issuance of secu-
rities in connection with a bona fide business acquisition of
or by the Company, whether by merger, consolidation, sale of
assets, sale or exchange of stock or otherwise, or (h) the
issuance of warrants or other securities in connection with a
bona fide research and development financing or other business
transaction approved by the Board of Directors.
(f) The right of first offer in this Paragraph
7.4 shall terminate upon the earlier of (i) three years after
the consummation of a bona fide, firmly underwritten initial
<PAGE>
-4-
public offering of shares of Common Stock, registered under the
Act pursuant to a registration statement on Form S-1, at an
offering price of at least $7.50 per share (appropriately
adjusted for any stock split, dividend, combination or other
recapitalization) and $15,000,000 in the aggregate or pursuant
to which there was a voluntary conversion of the Series E and
Series F Preferred Stock or (ii) fifty-four (54) months from
the date of the Closing.
2. Effect of Amendment. This Amendment No. 1
shall
be effective upon its execution and delivery by the Company and
a majority of the Holders.
3. Miscellaneous.
(a) Except as expressly modified herein, the
Agreements shall remain in full force and effect.
(b) This Amendment No. 1 may be executed in
one
or more counterparts, each of which shall be deemed an origi-
nal, but all of which together shall constitute one and the
same instrument.
(c) This Amendment No. 1 shall be governed by
the laws of the State of California, excluding any choice of
law rules.
IN WITNESS WHEREOF, the undersigned or each of their
respective duly authorized officers or representatives have set
their hands hereunto.
SUNDISK CORPORATION
By: /s/ Eliyahou Harari
- --------------------------------
Eliyahou Harari,
President
Address: 3270 Jay Street
Santa Clara, CA
95054
<PAGE>
-5-
MAYFIELD VI
By:
- ---------------------------------
Address: 2200 Sand Hill
Road
Menlo Park, CA
94025
MAYFIELD ASSOCIATES
By:
- ---------------------------------
Address: 2200 Sand Hill
Road
Menlo Park, CA
94025
<PAGE>
-6-
U.S. VENTURE PARTNERS III, U.S. VENTURE PARTNERS III
A California Limited
Partnership,
By BHMS Partners III, By:
A California Limited
- --------------------------------
Partnership, Address: 2180 Sand Hill
Road
Its General Partner. Suite 300
Menlo Park, CA
94025
Second Ventures Limited SECOND VENTURES, L.P.
Partnership By BHMS
Partners III, A California
Limited Partnership, By:
Its General Partner.
- --------------------------------
Address: 2180 Sand Hill
Road
Suite 300
Menlo Park, CA
94025
U.S.V. ENTREPRENEUR U.S.V. ENTREPRENEUR PARTNERS
PARTNERS, A California
Limited Partnership,
By BHMS Partners III, By:
A California Limited
- --------------------------------
Partnership, Address: 2180 Sand Hill
Road
Its General Partner. Suite 300
Menlo Park, CA
94025
<PAGE>
-7-
OAK INVESTMENT PARTNERS IV,
LIMITED
PARTNERSHIP
By Oak Associates IV,
Limited Partnership
its General Partner
By: /s/ David P. Best
- --------------------------------
David P. Best
General Partner
Address: 3000 Sand Hill
Rd.
Bldg. 3, Ste. 240
Menlo Park, CA
94025
OAK IV AFFILIATES FUND,
LIMITED
PARTNERSHIP
By Oak IV Affiliates
its General Partner
By: /s/ David P. Best
- --------------------------------
David P. Best
General Partner
Address: 3000 Sand Hill
Rd.
Bldg. 3, Ste. 240
Menlo Park, CA
94025
<PAGE>
-8-
CONCORD PARTNERS
By Venture Associates
its General Partner
By:
- --------------------------------
Address: Dillon, Read &
Co., Inc.
535 Madison
Avenue
New York, New
York 10022
CONCORD PARTNERS II, L.P.
By Venture Associates II,
L.P.
its General Partner
By Dillon, Read & Co.,
Inc.
its General Partner
By:
- --------------------------------
Address: Dillon, Read &
Co., Inc.
535 Madison
Avenue
New York, New
York 10022
CORD CAPITAL N.V.
By:
- --------------------------------
Address: Dillon, Read &
Co., Inc.
535 Madison
Avenue
New York, New
York 10022
<PAGE>
-9-
CONCORD PARTNERS JAPAN
LIMITED
By:
- --------------------------------
Address: Dillon, Read &
Co., Inc.
535 Madison
Avenue
New York, New
York 10022
DILLON, READ & CO., INC., as
agent
By:
- --------------------------------
Address: 535 Madison
Avenue
New York, New
York 10022
LEXINGTON PARTNERS II, L.P.
By Dillon, Read & Co.,
Inc.
its General Partner
By:
- --------------------------------
Address: 535 Madison
Avenue
New York, New
York 10022
MATRIX PARTNERS III, L.P.
By:
- --------------------------------
Address: 2500 Sand Hill
Road
Suite 113
Menlo Park, CA
94025
<PAGE>
-10-
AMERICAN TELEPHONE &
TELEGRAPH
COMPANY
By: /s/ William J. Warwick
- --------------------------------
Name: William J. Warwick
Title: President
Address: Two Oak Way
Berkeley Heights,
NJ 07922
THE BROWN UNIVERSITY THIRD
CENTURY
FUND
By:
- --------------------------------
Address: 164 Angell Street
Box C
Providence, RI
02912
<PAGE>
-11-
THE TRAVELERS INDEMNITY
COMPANY
By: /s/ James B. Anderson
- --------------------------------
Name: James B. Anderson
Title: Investment Officer
Address: One Tower Square
Hartford, CT 06183
THE PHOENIX INSURANCE COMPANY
By: /s/ James B. Anderson
- --------------------------------
Name: James B. Anderson
Title: Investment Officer
Address: One Tower Square
Hartford, CT 06183
THE TRAVELERS INDEMNITY
COMPANY OF
RHODE ISLAND
By: /s/ James B. Anderson
- --------------------------------
Name: James B. Anderson
Title: Investment Officer
Address: One Tower Square
Hartford, CT 06183
<PAGE>
-12-
BANCBOSTON VENTURES, INC.
By:
- --------------------------------
Name:
Title:
Address: 100 Federal Street
Boston, MA 02110
<PAGE>
Exhibit J
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
SANDISK CORPORATION
NOVEMBER 13, 1995
<PAGE>
TABLE OF CONTENTS
Page
1.
Definitions.................................................
2
2. Request for
Registration.................................... 4
3. Company
Registration........................................ 6
4. Obligations of the
Company.................................. 6
5. Furnish
Information......................................... 8
6. Expenses of Demand
Registration............................. 8
7. Expenses of Company
Registration............................ 9
8. Underwriting
Requirements................................... 9
9. Delay of
Registration....................................... 10
10.
Indemnification.............................................
10
11. Reports Under Securities Exchange Act of
1934..................................................... 12
12. Form S-3
Registration....................................... 13
13. Assignment of Registration
Rights........................... 15
14. "Market Stand-Off"
Agreement................................ 16
15. Limitations on Registration Rights
Granted to Other
Securities.............................. 16
16. Amendment of Registration
Rights............................ 16
17. Termination of Registration
Rights.......................... 17
18.
Notices.....................................................
17
-i-
<PAGE>
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights
Agreement (this
"Agreement") is made and entered into as of the 13th day of
November, 1995,
among SanDisk Corporation, a Delaware corporation (the
"Company"), Eliyahou
Harari, the holders of the Series A, Series B, Series C, Series
D,
Series E, Series F and Series G Preferred Stock, John Hancock
Leasing
Corporation ("JHLC"), PacificCorp Credit, Inc. (dba Pacific
Venture
Finance, Inc.) ("PC"), U.S. Venture Partners III ("U.S.
Venture"), Second
Ventures, L.P. ("Second Venture") and U.S.V. Entrepreneur
Partners
("U.S.V.", together with U.S. Venture and Second Venture,
collectively,
"U.S.V.P."), MMC/GATX Partnership No. 1 ("MMC/GATX"), Silicon
Valley Bank
("SVB"), Western Technology Investors ("WTI"), NEC Corporation
("NEC"), LG
Semicon America, Inc. ("LGS") and Seagate Technology, Inc.
("Seagate").
R E C I T A L S
WHEREAS, the Company has entered into a Registration
Rights
Agreement, dated as of February 27, 1989, as amended by Amendment
No. 1 to
the Registration Rights Agreement, dated as of June 30, 1989,
Amendment
No. 2 to the Registration Rights Agreement, dated as of June 7,
1990,
Amendment No. 3 to the Registration Rights Agreement, dated as of
June 13,
1991, Amendment No. 4 to the Registration Rights Agreement, dated
as of
February 13, 1992, Amendment No. 5 to the Registration Rights
Agreement,
dated as of September 22, 1992, Amendment No. 6 to the
Registration Rights
Agreement, dated as of January 6, 1993, the Amended and Restated
Registration Rights Agreement, dated as of January 15, 1994, the
Amended
and Restated Registration Rights Agreement, dated January 11,
1995, and the
Amended and Restated Registration Rights Agreement, dated March
3, 1995 (as
so amended, the "Registration Rights Agreement").
WHEREAS, the Registration Rights Agreement provides
that
certain holders of the Company's Common and Preferred Stock shall
be
entitled to registration rights;
WHEREAS, the Company expects to enter into a Stock
Purchase
Agreement (the "Stock Purchase Agreement") on or about November
13, 1995
with Seagate, providing for the sale and issuance of up to
1,037,480 shares
of Common Stock of the Company; and
WHEREAS, in consideration of, and as an inducement to
Seagate
to enter into the Stock Purchase Agreement, the Company
<PAGE>
-2-
and the parties to the Registration Rights Agreement desire to
amend the
Registration Rights Agreement to grant Seagate certain
registration rights
with respect to the Common Stock.
THE PARTIES AGREE AS FOLLOWS:
1. Definitions.
(a) The term "register," "registered," and
"registration"
refer to a registration effected by preparing and filing a
registration
statement or similar document in compliance with the Securities
Act of
1934, as amended (the "Act"), and the declaration or ordering of
effectiveness of such registration statement or document;
(b) The term "Registrable Securities" means: (1)
the Common
Stock issued to USVP pursuant to the terms of the Common Stock
Purchase
Agreement, (2) the Common Stock issued to USVP upon exercise or
conversion
of the Warrants to purchase 100,000 shares of Common Stock issued
by the
Company to USVP on June 7, 1990, (3) the Common Stock issuable or
issued
upon conversion of the Series A Preferred Stock of the Company,
(4) the
Common Stock issuable or issued upon conversion of the Series B
Preferred
Stock of the Company; provided, however, that the Common Stock
issuable or
issued upon conversion of the Series B Preferred Stock issued
upon exercise
of the Warrant to purchase 22,322 shares of Series B Preferred
Stock issued
by the Company to JHLC on May 31, 1989 are Registrable Securities
only for
purposes of Sections 3 through 5 and 7 through 18 of this
Agreement,
(5) the Common Stock issuable or issued upon conversion of the
Series C
Preferred Stock of the Company; provided, however, that the
Common Stock
issuable or issued upon conversion of the Series C Preferred
Stock issued
upon exercise of the Warrant to purchase 18,141 shares of Series
C
Preferred Stock issued by the Company to PC on May 18, 1990 are
Registrable
Securities only for purposes of Sections 3 through 5 and 7
through 18 of
this Agreement; provided, further, however, that the Common Stock
issuable
or issued upon conversion of the Series C Preferred Stock issued
upon
exercise of the Warrant to purchase 10,000 shares of Series C
Preferred
Stock issued by the Company to MMC/GATX on June 13, 1991 are
Registrable
Securities only for purposes of Sections 3 through 5 and 7
through 18 of
this Agreement; and provided, further, however, that the Common
Stock
issuable or issued upon conversion of the Series C Preferred
Stock issued
upon exercise of the Warrant to purchase 14,700 shares of Series
C
Preferred Stock issued by the Company to MMC/GATX on November 1,
1991 are
<PAGE>
-3-
Registrable Securities only for purposes of Sections 3 through 5
and 7
through 18 of this Agreement, (6) the Common Stock issuable or
issued upon
conversion of the Series D Preferred Stock of the Company, (7)
the Common
Stock issuable or issued upon conversion of the Series E
Preferred Stock of
the Company; provided, however, that the Common Stock issuable or
issued
upon conversion of the Series E Preferred Stock issued upon
exercise of the
Warrant to purchase 40,000 shares of Series E Preferred Stock
issued by the
Company to SVB on September 22, 1992 are Registrable Securities
only for
purposes of Sections 3 through 5 and 7 through 18 of this
Agreement;
provided, further, however, that the Common Stock issuable or
issued upon
conversion of the Series E Preferred Stock issued upon exercise
of the
Warrant to purchase 68,182 shares of Series E Preferred Stock
issued by the
Company to WTI on September 22, 1992 are Registrable Securities
only for
purposes of Sections 3 through 5 and 7 through 18 of this
Agreement,
(8) the Common Stock issuable or issued upon conversion of the
Series F
Preferred Stock of the Company, (9) the Common Stock issuable or
issued
upon conversion of the Series G Preferred Stock of the Company,
(10) the
Common Stock now owned or hereafter acquired by Eliyahou Harari;
provided,
however, that Mr. Harari shall not have any rights pursuant to
Section 2 of
this Agreement to initiate the registration request, (11) the
Common Stock
now owned or hereafter acquired (including the Common Stock
issuable or
issued upon conversion of any other security) by Seagate and (12)
any
Common Stock of the Company issued as (or issuable upon the
conversion or
exercise of any warrant, right or other security which is issued
as) a
dividend or other distribution with respect to, or in exchange
for, or in
replacement of, such Series A, Series B, Series C, Series D,
Series E,
Series F or Series G Preferred Stock or Common Stock, except as
may be lim-
ited under subparagraphs 4, 5, 7 and 10 above, excluding in all
cases,
however, any Registrable Securities sold by a person in a
transaction in
which his rights under this Agreement are not assigned.
(c) The term "Registrable Securities then
outstanding" shall
mean the shares of Common Stock outstanding which are, and the
shares of
Common Stock issuable pursuant to then exercisable or convertible
securities which are, Registrable Securities;
(d) The term "Holder" means any person owing or
having the
right to acquire Registrable Securities or any assignee thereof
in
accordance with Section 13 hereof; and
<PAGE>
-4-
(e) The term "Form S-3" means such form under the
Act as in
effect on the date hereof or any registration form under the Act
subsequently adopted by the Securities and Exchange Commission
("SEC")
which permits inclusion or incorporation of substantial
information by
reference to other documents filed by the Company with the SEC.
2. Request for Registration.
(a) If the Company shall receive at any time after
the date
of this Agreement a written request from the Holders of at least
fifty
percent (50%) of the Registrable Securities then outstanding that
the
Company file a registration statement under the Act covering the
registration of at least twenty percent (20%) of the Registrable
Securities
then outstanding, then the Company shall within ten (10) days of
the
receipt thereof, give written notice of such request to all
Holders and
shall, subject to the limitations of this Section 2, effect as
soon as
practicable, and in any event within 60 days of the receipt of
such
request, the registration under the Act of all Registrable
Securities that
the Holders request to be registered within twenty (20) days of
the mailing
of such notice by the Company; provided, however, that the
Company shall
not be obligated to effect such registration pursuant to this
Section 2(a)
in any particular jurisdiction in which the Company would be
required to
qualify to do business or to execute a general consent to service
of
process in effecting such registrations.
(b) If the Company shall receive at any time after
the
earlier of: (i) the exercise of the registration request in
Section 2(a)
above or (ii) one year after the effective date of the first
registration
statement for a public offering of securities of the Company
(other than a
registration statement relating either to the sale of securities
to
employees of the Company pursuant to a stock option, stock
purchase or
similar plan, SEC Rule 145 transaction or a registration on any
form not
appropriate for Registrable Securities, including without
limitation Forms
S-4 or S-8) a written request from the Holders of at least fifty
percent
(50%) of the shares of Common Stock issued or issuable upon
conversion of
the Series F Preferred Stock that are Registrable Securities then
outstanding that the Company file a registration statement under
the Act
covering the registration of at least twenty percent (20%) of
such Reg-
istrable Securities then outstanding, then the Company shall,
subject to
the limitations of this Section 2, notify all other Series F
Holders of
such request and effect as soon as practicable, and in any event
within 60
days of the receipt of such
<PAGE>
-5-
request, the registration under the Act of all such Registrable
Securities
that the holders of the shares of Common Stock issued or issuable
upon
conversion of the Series F Preferred Stock request to be
registered within
twenty (20) days of the mailing of such notice by the Company;
provided,
however, that the Company shall not be obligated to effect such
registration pursuant to this Section 2(b) in any particular
jurisdiction
in which the Company would be required to qualify to do business
or to
execute a general consent to service of process in effecting such
registrations.
(c) If the Holders initiating the registration
request
hereunder ("Initiating Holders") intend to distribute the
Registrable
Securities covered by their request by means of an underwriting,
they shall
so advise the Company as a part of their request made pursuant to
this
Section 2 and the Company shall include such information in the
written
notice referred to in subsection 2(a). In such event, the right
of any
Holder to include his Registrable Securities in such registration
shall be
conditioned upon such Holder's participation in such underwriting
and the
inclusion of such Holder's Registrable Securities in the
underwriting
(unless otherwise mutually agreed by a majority in interest of
the
Initiating Holders and such Holder) to the extent provided
herein. All
Holders proposing to distribute their securities through such
underwriting
shall (together with the Company as provided in subsection 4(e))
enter into
an underwriting agreement in customary form with the managing
underwriters
of nationally recognized standing selected for such underwriting
by a
majority in interest of the Initiating Holders and agreed to by
the
Company. Notwithstanding any other provision of this Section 2,
if the
underwriter advises the Initiating Holders in writing that
marketing
factors require a limitation of the number of shares to be
underwritten,
then the Company shall so advise all Holders of Registrable
Securities
which would otherwise be underwritten pursuant hereto, and the
number of
shares of Registrable Securities that may be included in the
underwriting
shall be allocated among all Holders thereof, including the
Initiating
Holders, in proportion (as nearly as practicable) to the amount
of
Registrable Securities held by each Holder at the time of the
filing of the
registration statement, provided, however, that for purposes of
allocation
Mr. Harari shall be deemed to own such lesser number of shares,
but not
less than 750,000 shares (adjusted for future recapitalizations)
as is
necessary to eliminate the oversubscription.
<PAGE>
-6-
(d) The Company is obligated to effect only one (1)
registration pursuant to each of Section 2(a) and 2(b).
(e) Notwithstanding for foregoing, (i) if the
Company shall
furnish to Holders requesting a registration statement pursuant
to this
Section 2, a certificate signed by the President of the Company
stating
that in the good faith judgment of the Board of Directors of the
Company,
it would be seriously detrimental to the Company and its
stockholders for
such registration statement to be filed and it is therefore
essential to
defer the filing of such registration statement, the Company
shall have the
right to defer such filing for a period of not more than 120 days
and not
more than once each year; and (ii) if the Company informs the
Initiating
Holders that the Company has filed, or is in the process of
preparing to
file within a period not to exceed sixty (60) days, a
Registration
Statement for an underwritten offering which includes shares to
be sold for
the benefit of the Company, the filing requested by the
Initiating Holders
shall be delayed until a date no sooner than 120 days after
consummation of
such underwritten offering provided that the Company diligently
pursues
such registration in order to cause it to become effective at all
times.
3. Company Registration. If (but without any
obligation to
do so) the Company proposes to register (including for this
purpose a
registration effected by the Company for stockholders other than
the
Holders) any of its stock or other securities under the Act in
connection
with the public offering of such securities solely for cash
(other than a
registration relating solely to the sale of securities to
participants in a
Company stock plan, or a registration on any form which does not
include
substantially the same information as would be required to be
included in a
registration statement covering the sale of the Registrable
Securities),
the Company shall, at such time, promptly give each Holder
written notice
of such registration. Upon the written request of each Holder
given within
twenty (20) days after mailing of such notice by the Company in
accordance
with Section 18, the Company shall, subject to the provisions of
Section 8,
cause to be registered under the Act all of the Registrable
Securities that
each such Holder has requested to be registered.
4. Obligations of the Company. Whenever required
under this
Agreement to effect the registration of any Registrable
Securities, the
Company shall, as expeditiously as reasonably possible:
<PAGE>
-7-
(a) Prepare and file with the SEC a registration
statement
with respect to such Registrable Securities and use its best
efforts to
cause such registration statement to become effective, and, upon
the
request of the Holders of a majority of the Registrable
Securities
registered thereunder, keep such registration statement effective
for up to
one hundred twenty (120) days).
(b) Prepare and file with the SEC such amendments
and
supplements to such registration statement and the prospectus
used in
connection with such registration statement as may be necessary
to comply
with the provisions of the Act with respect to the disposition of
all
securities covered by such registration statement.
(c) Furnish to the Holders such numbers of copies
of a
prospectus, including a preliminary prospectus, in conformity
with the
requirements of the Act, and such other documents as they may
reasonably
request in order to facilitate the disposition of Registrable
Securities
owned by them.
(d) Use its best efforts to register and qualify
the
securities covered by such registration statement under such
other
securities or Blue Sky laws of such jurisdictions as shall be
reasonably
requested by the Holders, provided that the Company shall not be
required
in connection therewith or as a condition thereto to qualify to
do business
or to file a general consent to service of process in any such
states or
jurisdictions.
(e) In the event of any underwritten public
offering, enter
into and perform its obligations under an underwriting agreement,
in usual
and customary form, with the managing underwriter of such
offering. Each
Holder participating in such underwriting shall also enter into
and perform
its obligations under such an agreement.
(f) Promptly notify each Holder of Registrable
Securities
covered by such registration statement, at any time when a
prospectus
relating thereto covered by such registration statement is
required to be
delivered under the Act because of the happening of any event as
a result
of which the prospectus included in such registration statement,
as then in
effect, includes an untrue statement of a material fact or omits
to state a
material fact required to be stated therein or necessary to make
the
statements therein not misleading in the light of the
circumstances then
existing.
<PAGE>
-8-
5. Furnish Information.
(a) It shall be a condition precedent to the
obligations of
the Company to take any action pursuant to this Agreement with
respect to
the Registrable Securities of any selling Holder that such Holder
shall
furnish to the Company such information regarding itself, the
Registrable
Securities held by it, and the intended method of disposition of
such
securities as shall be required to effect the registration of
such Holder's
Registrable Securities.
(b) The Company shall have no obligation with
respect to any
registration requested pursuant to Section 2 or Section 12 if,
due to the
operation of subsection 5(a), the number of shares of the
Registrable
Securities to be included in the registration does not equal or
exceed the
number of shares required to originally trigger the Company's
obligation to
initiate such registration as specified in subsection 2(a), 2(b)
or
subsection 12(b)(2), whichever is applicable.
6. Expenses of Demand Registration.
(a) All expenses other than underwriting discounts
and
commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 2(a), including (without
limitation) all
registration, filing and qualification fees, printers' and
accounting fees,
fees and disbursements of counsel for the Company, and fees and
disbursements (not to exceed $10,000) of one counsel for the
selling
Holders shall be borne by the Company; provided, however, that
the Company
shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 2(a) if the registration
request is
subsequently withdrawn at the request of the Holders of a
majority of the
Registrable Securities to be registered (in which case all the
participating Holders who made such request for withdrawal shall
bear such
expenses), unless the Holders of a majority of the Registrable
Securities
agree to forfeit their right to one demand registration pursuant
to Section
2(a); provided further, however, that if at the time of such
withdrawal,
the Holders have learned of a material adverse change in the
condition,
business, or prospects of the Company from that known to the
Holders at the
time of their request, then the Holders shall not be required to
pay any of
such expenses and shall retain their rights pursuant to Section
2(a).
<PAGE>
-9-
(b) All expenses, including, without limitation,
underwriting
discounts and commissions incurred in connection with
registrations,
filings or qualifications, all registration, filing and
qualification fees,
printers' and accounting fees, fees and disbursements of counsel
for the
selling Holders, and fees and disbursements (not to exceed
$10,000) of one
counsel for the Company shall be borne by the selling Holders in
connection
with a registration pursuant to Section 2(b).
7. Expenses of Company Registration. The Company
shall bear
and pay all expenses incurred in connection with any
registration, filing
or qualification of Registrable Securities with respect to the
registrations pursuant to Section 3 for each Holder (which right
may be
assigned as provided in Section 13), including (without
limitation) all
registration, filing, and qualification fees, printers and
accounting fees
relating to apportionable thereto and the fees and disbursements
(not to
exceed $10,000) of one counsel for the selling Holders selected
by them,
but excluding underwriting discounts and commissions relating to
Registrable Securities.
8. Underwriting Requirements. In connection with
any
offering involving an underwriting of shares being issued by the
Company,
the Company shall not be required under Section 3 to include any
of the
Holders' securities in such underwriting unless they accept the
terms of
the underwriting as agreed upon between the Company and the
underwriters
selected by it, and then only in such quantity as will not, in
the opinion
of the underwriters, jeopardize the success of the offering by
the Company.
If the total amount of securities, including Registrable
Securities,
requested by stockholders to be included in such offering exceeds
the
amount of securities sold other than by the Company that the
underwriters
reasonably believe compatible with the success of the offering,
then the
Company shall be required to include in the offering only that
number of
such securities, including Registrable Securities, which the
underwriters
believe will not jeopardize the success of the offering (the
securities so
included to be apportioned pro rata among the selling
stockholders
according to the total amount of securities entitled to be
included therein
owned by each selling stockholder or in such other proportions as
shall
mutually be agreed to by such selling stockholders, provided,
however, that
for purposes of allocation, Mr. Harari shall be deemed to own
such lesser
number of shares, but not less than 750,000 shares (adjusted for
future
recapitalizations) as is necessary to eliminate the
oversubscription) but
in no event shall (i) the amount of securities of the selling
Holders
<PAGE>
-10-
included in the offering be reduced below twenty percent (20%) of
the total
amount of securities included in such offering, unless such
offering is the
initial public offering of the Company's securities in which case
the
selling stockholders may be excluded if the underwriters make the
determination described above and no other stockholder's
securities are
included, or (ii) notwithstanding (i) above, any shares being
sold by a
stockholder exercising a demand registration right granted
pursuant to
Section 2 above, be excluded from such offering, provided,
however, that
for purposes of allocation, Mr. Harari shall be deemed to own
such lesser
number of shares, but not less than 750,000 shares (adjusted for
future
recapitalizations) as is necessary to eliminate the
oversubscription. For
purposes of the preceding parenthetical concerning apportionment,
for any
selling stockholder which is a holder of Registrable Securities
and which
is a partnership or corporation, the partners, retired partners
and
stockholders of such holder, or the estates and family members of
any such
partners and retired partners and any trusts for the benefit of
any of the
foregoing persons shall be deemed to be a single "selling
stockholder", and
any pro rata reduction with respect to such "selling stockholder"
shall be
based upon the aggregate amount of shares carrying registration
rights
owned by all entities and individuals included in such "selling
stockholder", as defined in this sentence.
9. Delay of Registration. No Holder shall have
any right to
obtain or seek an injunction restraining or otherwise delaying
any such
registration as the result of any controversy that might arise
with respect
to the interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable
Securities
are included in a registration statement under this Agreement:
(a) To the extent permitted by law, the Company
will
indemnify and hold harmless each Holder, each Holder's officers,
directors,
and partners, any underwriter (as defined in the Act) for such
Holder and
each person, if any, who controls such Holder or underwriter
within the
meaning of the Act or the Securities Exchange Act of 1934, as
amended (the
"1934 Act"), against any losses, claims, damages, or liabilities
(joint or
several) to which they may become subject under the Act, the 1934
Act or
other federal or state law, insofar as such losses, claims,
damages, or
liabilities (or actions in respect thereof) arise out of or are
based upon
any of the following statements,
<PAGE>
-11-
omissions or violations (collectively a "Violation"): (i) any
untrue
statement or alleged untrue statement of a material fact
contained in such
registration statement, including any preliminary prospectus or
final
prospectus contained therein or any amendments or supplements
thereto, (ii)
the omission or alleged omission to state therein a material fact
required
to be stated therein, or necessary to make the statements therein
not
misleading, or (iii) any violation or alleged violation by the
Company of
the Act, the 1934 Act, any state securities law or any rule or
regulation
promulgated under the Act, the 1934 Act or any state securities
laws; and
the Company will pay to each such Holder, underwriter or
controlling
person, as incurred, any legal or other expenses reasonably
incurred by
them in connection with investigating or defending any such loss,
claim,
damage, liability, or action; provided, however, that the
indemnity
agreement contained in this subsection 10(a) shall not apply to
amounts
paid in settlement of any such loss, claim, damage, liability or
action if
such settlement is effected without the consent of the Company
(which
consent shall not be unreasonably withheld), nor shall the
Company be
liable in any such case for any such loss, claim, damage,
liability, or
action to the extent that it arises out of or is based upon a
Violation
which occurs in reliance upon and in conformity with written
information
furnished expressly for use in connection with such registration
by any
such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each selling
Holder will
indemnify and hold harmless the Company, each of its directors,
each of its
officers who has signed the registration statement, each person,
if any,
who controls the Company within the meaning of the Act, any
underwriter,
any other Holder selling securities in such registration
statement and any
controlling person of any such underwriter or other Holder,
against any
losses, claims, damages, or liabilities (joint or several) to
which any of
the foregoing persons may become subject, under the Act, the 1934
Act or
other federal or state law, insofar as such losses, claims,
damages, or
liabilities (or actions in respect thereto) arise out of or are
based upon
any Violation, in each case to the extent (and only to the
extent) that
such Violation occurs in reliance upon and in conformity with
written
information furnished by such Holder expressly for use in
connection with
such registration; and each such Holder will pay, as incurred,
any legal or
other expenses reasonably incurred by any person intended to be
indemnified
pursuant to this subsection 10(b), in connection with
investigating or
defending any such loss, claim, damage,
<PAGE>
-12-
liability, or action; provided, however, that the indemnity
agreement
contained in this subsection 10(b) shall not apply to amounts
paid in
settlement of any such loss, claim, damage, liability or action
if such
settlement is effected without the consent of the Holder, which
consent
shall not be unreasonably withheld; provided, that, in no event
shall any
indemnity under this subsection 10(b) exceed the gross proceeds
from the
offering received by such Holder.
(c) Promptly after receipt by an indemnified party
under this
Section 10 of notice of the commencement of any action (including
any
governmental action), such indemnified party will, if a claim in
respect
thereof is to be made against any indemnifying party under this
Section 10,
deliver to the indemnifying party a written notice of the
commencement
thereof and the indemnifying party shall have the right to
participate in,
and, to the extent the indemnifying party so desires, jointly
with any
other indemnifying party similarly noticed, to assume the defense
thereof
with counsel mutually satisfactory to the parties; provided,
however, that
an indemnified party shall have the right to retain its own
counsel, with
the fees and expenses to be paid by the indemnifying party, if
represen-
tation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or
potential
differing interests between such indemnified party and any other
party
represented by such counsel in such proceeding. The failure to
deliver
written notice to the indemnifying party within a reasonable time
of the
commencement of any such action, if prejudicial to its ability to
defend
such action, shall relieve such indemnifying party of any
liability to the
indemnified party under this Section 10, but the omission so to
deliver
written notice to the indemnifying party will not relieve it of
any
liability that it may have to any indemnified party otherwise
than under
this Section 10.
(d) The obligations of the Company and Holders
under this
Section 10 shall survive the completion of any offering of
Registrable
Securities in a registration statement under this Agreement, and
otherwise.
11. Reports Under Securities Exchange Act of 1934.
With a
view to making available to the Holders the benefits of Rule 144
promulgated under the Act and any other rule or regulation of the
SEC that
may at any time permit a Holder to sell securities of the Company
to the
public without registration or pursuant to a registration on Form
S-3, the
Company agrees to:
<PAGE>
-13-
(a) make and keep public information available, as
those
terms are understood and defined in SEC Rule 144, at all times
after ninety
(90) days after the effective date of the first registration
statement
filed by the Company for the offering of its securities to the
general
public;
(b) take such action, including the voluntary
registration of
its Common Stock under Section 12 of the 1934 Act, as is
necessary to
enable the Holders to utilize Form S-3 for the sale of their
Registrable
Securities, such action to be taken as soon as practicable after
the end of
the fiscal year in which the first registration statement filed
by the
Company for the offering of its securities to the general public
is
declared effective;
(c) file with the SEC in a timely manner all
reports and
other documents required of the Company under the Act and the
1934 Act; and
(d) furnish to any Holder, so long as the Holder
owns any
Registrable Securities, forthwith upon request (i) a written
statement by
the Company that it has complied with the reporting requirements
of SEC
Rule 144 (at any time after ninety (90) days after the effective
date of
the first registration statement filed by the Company), the Act
and the
1934 Act (at any time after it has become subject to such
reporting
requirements), or that it qualifies as a registrant whose
securities may be
resold pursuant to Form S-3 (at any time after it so qualifies),
(ii) a
copy of the most recent annual or quarterly report of the Company
and such
other reports and documents so filed by the Company, and (iii)
such other
information as may be reasonably requested in availing any Holder
of any
rule or regulation of the SEC which permits the selling of any
such
securities without registration or pursuant to such form.
12. Form S-3 Registration. In case the Company
shall receive
from any Holder or Holders a written request or requests that the
Company
effect a registration on Form S-3 and any related qualification
or
compliance with respect to all or a part of the Registrable
Securities
owned by such Holder or Holders, the Company will:
(a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all
other
Holders; and
<PAGE>
-14-
(b) as soon as practicable, effect such
registration and all
such qualifications and compliance as may be so requested and as
would
permit or facilitate the sale and distribution of all or such
portion of
such Holder's or Holders' Registrable Securities as are specified
in such
request, together with all or such portion of the Registrable
Securities of
any other Holder or Holders joining in such request as are
specified in a
written request given within 15 days after receipt of such
written notice
from the Company; provided, however, that the Company shall not
be
obligated to effect any such registration, qualification or
compliance,
pursuant to this Section 12: (1) if Form S-3 is not available
for such
offering by the Holders; (2) if the Holders, together with the
holders of
any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such
other
securities (if any) at an aggregate price to the public (net of
any
underwriters' discounts or commissions) of less than $250,000;
(3) if the
Company shall furnish to the Holders a certificate signed by the
President
of the Company stating that in the good faith judgment of the
Board of
Directors of the Company, it would be seriously detrimental to
the Company
and its stockholders for such Form S-3 Registration to be
effected at such
time, in which event the Company shall have the right to defer
the filing
of the Form S-3 registration statement for a period of not more
than 60
days after receipt of the request of the Holder or Holders under
this
Section 12; provided, however, that the Company shall not utilize
this
right more than once in any twelve month period; (4) if the
Company has,
within the twelve (12) month period preceding the date of such
request,
already effected two registrations on Form S-3 for the Holders
pursuant to
this Section 12; or (5) in any particular jurisdiction in which
the Company
would be required to qualify to do business or to execute a
general consent
to service of process in effecting such registration,
qualification or
compliance, unless the Company is already subject to service in
such
jurisdiction or except as may be required by the Securities Act.
(c) Subject to the foregoing, the Company shall
file a
registration statement covering the Registrable Securities and
other
securities so requested to be registered as soon as practicable
after
receipt of the request or requests of the Holders. All expenses
incurred
in connection with a registration requested pursuant to Section
12,
including (without limitation) all registration, filing,
qualification,
printer's and accounting fees and the reasonable fees and
disbursements of
counsel (not to exceed $10,000) for the selling Holder or
<PAGE>
-15-
Holders and counsel for the Company, but excluding any
underwriters'
discounts or commissions associated with Registrable Securities,
shall for
the first two (2) such registrations be borne by the Company and,
thereafter, shall be borne pro rata by the Holder or Holders
participating
in the Form S-3 Registration. Registrations effected pursuant to
this
Section 12 shall not be counted as demands for registration or
regis-
trations effected pursuant to Section 2 or 3, respectively.
13. Assignment of Registration Rights. The rights
to cause
the Company to register Registrable Securities pursuant to this
Agreement
may be assigned by a Holder to a transferee or assignee of such
securities
provided the Company is, within a reasonable time after such
transfer,
furnished with written notice of the name and address of such
transferee or
assignee and the securities with respect to which such
registration rights
are being assigned; and provided, further, that such assignment
of the
registration rights shall be effective only if immediately
following such
transfer the further disposition of such securities by the
transferee or
assignee is restricted under the Act.
14. "Market Stand-Off" Agreement. Each Holder
hereby agrees
that, during a period of not more than one hundred twenty (120)
days
following the effective date of a registration statement of the
Company
filed under the Act, it shall not, to the extent requested by the
Company
and an underwriter, sell or otherwise transfer or dispose of
(other than to
donees who agree to be similarly bound) any Common Stock of the
Company
held by it at any time during such period except Common Stock
included in
such registration; provided, however, that:
(a) such agreement shall be applicable only to the
first such
registration statement of the Company which covers Common Stock
(or other
securities) to be sold on its behalf to the public in an
underwritten
offering; and
(b) all officers and directors of the Company and
all other
persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements.
In order to enforce the foregoing covenant, the
Company may
impose stop-transfer instructions with respect to the Registrable
Securities of each Holder (and the shares or securities of every
other
person subject to the foregoing restriction) until the end of
such period.
<PAGE>
-16-
15. Limitations on Registration Rights Granted to
Other
Securities. From and after the date of this Agreement, the
Company shall
not, without the consent of the Holders of more than a majority
of the
Registrable Securities, grant or obligate itself to grant to any
holder or
prospective holder of any securities of the Company registration
rights
superior to the rights contained in this Agreement. Any
agreement entered
into by the Company granting registration rights to any holder or
prospective holder of any securities of the Company shall also:
(a) include the equivalent of Section 14 as a term;
and
(b) include a provision that, in the case of a
public
offering under Section 2, protects the Holders if marketing
factors require
a limitation on the number of securities to be included in the
underwriting.
16. Amendment of Registration Rights.
(a) Any provision of this Agreement may be amended
and the
observance thereof may be waived (either generally or in a
particular
instance and either retroactively or prospectively), only with
the written
consent of the Company and the holders of 50% of the Registrable
Securities
then outstanding. Notwithstanding the foregoing, no amendment to
this
Agreement may be made without the consent of the party affected
by such
amendment if such amendment would (i) impose any new obligations
on such
party, (ii) increase any existing obligations of such party, or
(iii)
diminish any right of such party thereunder without similarly
diminishing
the right of all similarly situated parties.
(b) Notwithstanding subsection (a) above, Section
2(b), this
Section 16(b) and Section 17(b) of this Agreement may be amended
and the
observance thereof waived (either generally or in a particular
instance and
either retroactively or prospectively), only with the written
consent of
the Company and the holders of 50% of the Common Stock issued or
issuable
upon conversion of the Series G Preferred Stock that are
Registrable
Securities then outstanding.
Any amendment or waiver effected in accordance with
this
Section shall be binding upon each holder of any Registrable
Securities
then outstanding, each future holder of all such Registrable
Securities,
and the Company.
<PAGE>
-17-
17. Termination of Registration Rights.
(a) No Holder (other than Seagate Technology, Inc.)
shall be
entitled to exercise any right provided for in this Agreement (i)
after
four (4) years following the closing of the sale of securities
pursuant to
a registration statement filed by the Company under the Act in
connection
with the initial firm commitment underwritten offering of its
securities to
the general public, or (ii) in the event that the Registrable
Securities
then held by such Holder are transferable by such Holder pursuant
to Rule
144 promulgated under the Act or any other rule or regulation of
the SEC
which may at any time permit a Holder to sell securities of the
Company to
the public without registration and such Holder then holds less
than one
percent (1%) of the Company's Common Stock on an as-converted
basis and
there exists a "public market" for the Company's securities.
(b) Seagate Technology, Inc. shall not be entitled
to
exercise any right provided for in this Agreement (i) after ten
(10) years
following the closing of the sale of securities pursuant to a
registration
statement filed by the Company under the Act in connection with
the initial
firm commitment underwritten offering of its securities to the
general
public, or (ii) in the event that the Registrable Securities then
held by
such Holder are transferable by such Holder pursuant to Rule 144
promulgated under the Act or any other rule or regulation of the
SEC which
may at any time permit a Holder to sell securities of the Company
to the
public without registration and such Holder then holds less than
one
percent (1%) of the Company's Common Stock on an as-converted
basis and
there exists a "public market" for the Company's securities.
18. Notices. Any notice required or permitted
under this
Agreement shall be given in writing and shall be deemed
effectively given
upon personal delivery to the party to be notified or upon
deposit in the
mail, first class airmail, registered or certified mail, postage
prepaid
and addressed to the party to be notified at the address
indicated for such
party on the signature page hereof, or at such other address as
such party
may designate by ten (10) days' advance written notice to the
other
parties. If the party giving any communication knows or ought
reasonably
to know of any difficulties which are likely to affect the
delivery of
mail, any such communication shall not be mailed but shall be
given by
courier, personal delivery or by telex. If notice is sent by
telex, a
confirmed copy of such telex shall be sent by mail.
<PAGE>
IN WITNESS WHEREOF, the undersigned or each of their
respective
duly authorized officers or representatives have set their hands
hereunto.
SANDISK CORPORATION
By: /s/ Eliyahou Harai
- --------------------------------
Eliyahou Harari,
President
Address: 3270 Jay Street
Santa Clara, CA
95054
U.S. VENTURE PARTNERS III
By:
- --------------------------------
Address: 2180 Sand Hill
Road
Suite 300
Menlo Park, CA
94025
SECOND VENTURES, L.P.
By:
- --------------------------------
Address: 2180 Sand Hill
Road
Suite 300
Menlo Park, CA
94025
<PAGE>
U.S.V. ENTERPRENEUR PARTNERS
By:
- --------------------------------
Address: 2180 Sand Hill
Road
Suite 300
Menlo Park, CA
94025
MATRIX PARTNERS III, L.P.
By:
- --------------------------------
Address: 2500 Sand Hill
Road
Suite 113
Menlo Park, CA
94025
SEAGATE TECHNOLOGY, INC.
By:
- --------------------------------
Name:
Title:
Address: 920 Disc Drive
Scotts Valley, CA
95066
ELIYAHOU HARARI
By: /s/ Eliyahou Harari
- --------------------------------
Address: 3270 Jay Street
Santa Clara, CA
95054
