<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____ )*
Visigenic Software, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock
---------------------------------------------------
(Title of Class of Securities)
92829T 10 2
-----------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (2/92)
Page 1 of 7 Pages
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CUSIP NO. 92829T 10 2 13G PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roger J. Sippl
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
2,095,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 2,095,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,508,750
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
17.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 7 pages
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CUSIP NO. 92829T 10 2 13G PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth G. Salmon
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
413,750
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING 393,750
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
20,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
2,508,750
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
17.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 7 pages
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CUSIP NO. 92829T 10 2 13G PAGE 4 OF 7 PAGES
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Fee enclosed [_] or Amendment No. 3
Item 1(a) Name of Issuer:
Visigenic Software, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
951 Mariner's Island Blvd.
Suite 120
San Mateo, CA 94404
Item 2(a) Name of Person(s) Filing:
Roger J. Sippl and Elizabeth G. Salmon
Item 2(b) Address of Principal Business Office or, if none, Residence
Roger J. Sippl Elizabeth G. Salmon
Visigenic Software, Inc. Visigenic Software, Inc.
951 Mariner's Island Blvd. 951 Mariner's Island Blvd.
Suite 120 Suite 120
San Mateo, CA 94404 San Mateo, CA 94404
Item 2(c) Citizenship:
Roger J. Sippl: United States of America
Elizabeth G. Salmon United States of America
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 92829T 10 2
Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or Dealer registered under section 15 of the Act
(b) [_] Bank as defined in Section 3(a)(6) of the Act.
(c) [_] Insurance Company as defined in section 3(a)(19) of the Act
(d) [_] Investment Company registered under section 8 of the
Investment Company Act
(e) [_] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [_] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund: see (sect) 240.13d-1(b)(1)(ii)(F)
Page 4 of 7 pages
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CUSIP NO. 92829T 10 2 13G PAGE 5 OF 7 PAGES
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(g) [_] Parent Holding Company in accordance with
(sect) 240.13d-1(b)(1)(ii)(G).
(Note: See Item 7)
(h) [_] Group, in accordance with (sect) 240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
Roger J. Sippl:
(a) Amount Beneficially Owned: 2,508,750. Includes (i) 2,055,000
shares which are owned by Mr. Sippl, (ii) 40,000 shares issuable
upon exercise of stock options within 60 days of December 31, 1997
held by Mr. Sippl, (iii) 393,750 shares which are owned by Ms.
Salmon as her separate property and (iv) 20,000 shares held by Ms.
Salmon and Nelson D. Salmon, Trustees of the Nelson D. Salmon
Trust dated October 14, 1994 (the "Trust"). Mr. Sippl is married
to Ms. Salmon and may be deemed to be a beneficial owner of
the 413,750 shares owned by Ms. Salmon and by the Trust. Mr.
Sippl disclaims beneficial ownership of all owned by Ms. Salmon
and by the Trust.
(b) Percent of Class: 17.2%, based on 14,553,113 shares outstanding
on December 31, 1997 plus the 40,000 shares of Common Stock
underlying options held by Mr. Sippl exercisable within 60 days
of December 31, 1997 that are deemed to be outstanding for
purposes of calculating beneficial ownership.
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
0
ii) shared power to vote or to direct the vote 2,095,000. As an
inducement to Borland International, Inc., a Delaware
Corporation ("Borland"), to enter into an Agreement and
Plan of Merger dated November 17, 1997 (the "Merger
Agreement"), among Borland, Vixen Acquisition Corporation,
a Delaware corporation and wholly-owned subsidiary of
Borland ("Sub") and Visigenic Software, Inc., a Delaware
Corporation (the "Issuer"), whereby Sub will be merged with
and into the Issuer (the "Merger"), Mr. Sippl became a
party to a certain voting agreement dated as of November
17, 1997 with Borland (the "Voting Agreement"). By
executing the Voting Agreement, Mr. Sippl has irrevocably
appointed Borland (or any nominee of Borland) as his lawful
attorney and proxy. Such proxy gives Borland the limited
right to vote each of the shares of common stock of the
Issuer beneficially owned by Mr. Sippl to approve the
Merger and Merger Agreement. The Voting Agreement
terminates upon the earlier to occur of (i) such date and
time as the Merger shall become effective in accordance
with the terms and provisions of the Merger Agreement and
(ii) the date of termination of the Merger Agreement. The
foregoing summary of the Voting Agreement is qualified in
its entirety by reference to the copy of the form of Voting
Agreement included as Exhibit B to this Schedule 13G and
incorporated herein in its entirety by reference.
iii) sole power to dispose or to direct the disposition of
2,095,000
iv) shared power to dispose or to direct the disposition of
0
Elizabeth G. Salmon:
(a) Amount Beneficially Owned: 2,508,750. Includes (i) 393,750 shares
which are owned by Ms. Salmon, (ii) 2,055,000 shares which are
owned by Mr. Sippl, (iii) 40,000 shares issuable upon exercise of
stock options within 60 days of December 31, 1997 held by Mr.
Sippl and (iv) 20,000 shares held by Ms. Salmon and Nelson D.
Salmon, Trustees of the Trust. Ms. Salmon is married to Mr. Sippl
and may be deemed to be a beneficial owner of Mr. Sippl's
2,095,000 shares. As Trustee of the Trust, Ms. Salmon may be
deemed to be a beneficial owner of the Trust's 20,000 shares.
Ms. Salmon disclaims beneficial ownership of all shares owned by
Mr. Sippl and by the Trust.
Page 5 of 7 pages
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CUSIP NO. 92829T 10 2 13G PAGE 6 OF 7 PAGES
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(b) Percent of Class: 17.2%, based on 14,553,113 shares outstanding
on December 31, 1997 plus the 40,000 shares of Common Stock
underlying options held by Mr. Sippl exercisable within 60 days
of December 31, 1997 that are deemed to be outstanding for
purposes of calculating beneficial ownership.
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
0
ii) shared power to vote or to direct the vote 413,750. As an
inducement to Borland International, Inc., a Delaware
Corporation ("Borland"), to enter into an Agreement and Plan
of Merger dated November 17, 1997 (the "Merger Agreement"),
among Borland, Vixen Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of Borland ("Sub")
and Visigenic Software, Inc., a Delaware Corporation (the
"Issuer"), whereby Sub will be merged with and into the
Issuer (the "Merger"), Ms. Salmon became a party to a certain
voting agreement dated as of November 17, 1997 with Borland
(the "Voting Agreement"). By executing the Voting Agreement,
Ms. Salmon has irrevocably appointed Borland (or any nominee
of Borland) as her lawful attorney and proxy. Such proxy
gives Borland the limited right to vote each of the shares of
common stock of the Issuer beneficially owned by Ms. Salmon
to approve the Merger and Merger Agreement. The Voting
Agreement terminates upon the earlier to occur of (i) such
date and time as the Merger shall become effective in
accordance with the terms and provisions of the Merger
Agreement and (ii) the date of termination of the Merger
Agreement with the terms and provisions of the Merger
Agreement and (ii) the date of termination of the Merger
Agreement. The foregoing summary of the Voting Agreement is
qualified in its entirety by reference to the copy of the
form of Voting Agreement included as Exhibit B to this
Schedule 13G and incorporated herein in its entirety by
reference.
iii) sole power to dispose or to direct the disposition of
393,750
iv) shared power to dispose or to direct the disposition of
20,000
Item 5 Ownership of 5% or Less of a Class: N/A
Item 6 Ownership of More than 5% on Behalf of Another Person: N/A
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company N/A
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification N/A
Page 6 of 7 pages
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CUSIP NO. 92829T 10 2 13G PAGE 7 OF 7 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 1998
Signature: /s/ Roger J. Sippl
----------------------------------------------
Roger J. Sippl
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 1998
Signature: /s/ Elizabeth G. Salmon
----------------------------------------------
Elizabeth G. Salmon
EXHIBIT A
Agreement Between Roger J. Sippl and Elizabeth G. Salmon
The undersigned declare and agree as of 6 February, 1998, that the
Schedule 13G to which this Exhibit is attached is filed on behalf of each of
them.
/s/ Roger J. Sippl
----------------------------------------------
Roger J. Sippl
/s/ Elizabeth G. Salmon
----------------------------------------------
Elizabeth G. Salmon
EXHIBIT B
VOTING AGREEMENT
THIS VOTING AGREEMENT is made and entered into as of November 17, 1997 by
and between Borland International, Inc., a Delaware corporation ("Acquirer"),
and each of the undersigned individual stockholders (individually, a
"Stockholder" and collectively, the "Stockholders") of Visigenic Software, Inc.,
a Delaware corporation ("Target").
RECITALS
--------
A. Concurrently with the execution of this Agreement, Acquirer, Target
and Vixen Acquisition Corporation, a Delaware corporation and a wholly-owned
subsidiary of Acquirer ("Sub"), have entered into an Agreement and Plan of
Merger, dated as of November 17, 1997 (the "Merger Agreement"), providing for
the merger of Sub with and into Target (the "Merger") pursuant to which Target
will become a wholly-owned subsidiary of Acquirer;
B. The Stockholders are the beneficial holders and/or have voting control
over the number of shares of the outstanding Common Stock of Target as is
indicated on the final page of this Agreement (the "Shares");
C. In connection with the Merger, Acquirer will acquire each
Stockholder's entire equity interest in Target and each Stockholder will receive
in exchange an equity interest in Acquirer; and
D. In consideration of and to induce the execution of the Merger
Agreement by Acquirer, each Stockholder is willing to agree to vote the Shares
in favor of the Merger, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and the mutual
covenants and agreements contained herein, the parties agree as follows:
1. Agreement on Transfer of Shares. Each Stockholder agrees that in the
-------------------------------
event of any pledge, sale, exchange or other disposition of or encumbrance of
any of the Shares at any time prior to the Expiration Date, as defined herein,
as a condition to any such transaction, any transferee or pledgee shall agree to
be bound by the terms of this Agreement in connection with such transfer or
pledge. The "Expiration Date" shall mean the earlier of (i) the date and time
on which the Merger shall become effective in accordance with the terms and
provisions of the Merger Agreement or (ii) the date on which the Merger
Agreement shall be terminated pursuant to Article VIII of the Merger Agreement.
Each Stockholder, as the holder of voting stock of Target agrees to be present,
in person or by proxy, at all meetings of stockholders of Target so that all
Shares are counted for the purposes of determining the presence of a quorum at
such meetings. This Agreement is intended to bind each Stockholder only with
respect to specific matters set forth herein, and shall not limit each
Stockholder from acting in accordance with fiduciary duties as an officer or
director of Target.
2. Agreement to Vote Shares. At any meeting of the Target stockholders
------------------------
called with respect to any vote on adoption of the Merger Agreement or approval
of the Merger, and at any adjournment thereof, and with respect to any written
consent solicited with respect thereto, each Stockholder agrees to vote the
Shares in favor of adoption of the Merger Agreement and approval of the Merger.
3. Irrevocable Proxy. Concurrently with the execution of this Agreement,
-----------------
each Stockholder agrees to deliver to Acquirer a proxy in the form attached
hereto as Annex A (the "Proxy"), which shall be irrevocable to the extent
-------
provided therein; provided that the Proxy shall be revoked upon termination of
this Agreement in accordance with its terms. At any meeting at which each
Stockholder is present in person and at which Acquirer intends to vote the
Proxy, the Acquirer shall notify each Stockholder of its intention to vote the
Shares itself and each Stockholder shall have no obligation to vote the Shares
himself. The Acquirer agrees that the Proxy shall not limit each Stockholder's
power and authority to vote the Shares in accordance with Section 2 in the
absence of any vote by the Proxyholder.
4. Additional Purchases. For purposes of this Agreement, the term
--------------------
"Shares" shall include any shares of Target capital stock which each Stockholder
purchases or otherwise acquires after the execution of this Agreement and prior
to the Expiration Date.
5. Representations, Warranties and Covenants of the Stockholders. Each
-------------------------------------------------------------
Stockholder hereby represents, warrants and covenants to Acquirer the following:
5.1 Ownership of Shares. Except as specifically described on Annex C
------------------- -------
to this Agreement and except for any repurchase option held by Target, each
Stockholder (i) is the holder and beneficial owner of the Shares, which at the
date hereof and at all times until the Expiration Date will be free and clear of
any liens, claims, options, charges or other encumbrances, (ii) does not
beneficially own any shares of stock of Target other than the Shares and (iii)
has full power and authority to make, enter into, deliver and carry out the
terms of this Agreement and the Proxy.
5.2 Validity; No Conflict. This Agreement constitutes the legal,
---------------------
valid and binding obligation of each Stockholder. Neither the execution of this
Agreement by each Stockholder nor the consummation of the transactions
contemplated hereby will result in a breach or violation of the terms of any
agreement by which each Stockholder is bound or of any decree, judgment, order,
law or regulation now in effect of any court or other governmental body
applicable to each Stockholder.
5.3 No Voting Trusts and Agreements. Between the date of this
-------------------------------
Agreement and the Expiration Date, each Stockholder will not, and will not
permit any entity under each Stockholder's control to, deposit any shares of
Target capital stock held by each Stockholder or such entity in a voting trust
or subject any shares of Target capital stock held by each Stockholder or such
entity to any arrangement or agreement with respect to the voting of such shares
of capital stock, other than agreements entered into with Acquirer; provided,
however, that each Stockholder may deposit the Shares into a voting trust that
agrees to be bound by this Agreement.
6. Representations, Warranties and Covenants of Acquirer. Acquirer
-----------------------------------------------------
represents, warrants and covenants to each Stockholder as follows:
6.1 Due Authorization. This Agreement has been authorized by all
-----------------
necessary corporate action on the part of Acquirer and has been duly executed by
a duly authorized officer of Acquirer.
6.2 Validity; No Conflict. This Agreement constitutes the legal,
---------------------
valid and binding obligation of Acquirer. Neither the execution of this
Agreement by Acquirer nor the consummation of the transactions contemplated
hereby will result in a breach or violation of the terms of any agreement by
which Acquirer is bound or of any decree, judgment, order, law or regulation now
in effect of any court or other governmental body applicable to Acquirer.
7. Consent of Spouse. If a Stockholder is married on the date of this
-----------------
Agreement, each Stockholder's spouse shall execute a Consent of Spouse in the
form of Annex B hereto, effective on the date hereof. Such consent shall not be
-------
deemed to confer or convey to the spouse any rights in the Shares that do not
otherwise exist by operation of law or the agreement of the parties. If a
Stockholder should marry or remarry subsequent to the date of this Agreement,
such Stockholder shall within three (3) business days thereafter obtain his new
spouse's acknowledgment of and consent to the existence and binding effect of
all restrictions contained in this Agreement by signing an additional Consent of
Spouse in the form of Annex B hereto.
-------
8. Additional Documents. Each Stockholder and Acquirer hereby covenant
--------------------
and agree to execute and deliver any additional documents necessary or
desirable, in the reasonable opinion of Acquirer's legal counsel or such
Stockholder, as the case may be, to carry out the intent of this Agreement.
9. Consent and Waiver. Each Stockholder hereby gives any consent or
------------------
waivers that are required for the consummation of the Merger under the terms of
any agreement to which each Stockholder is a party or pursuant to any other
rights such Stockholder may have.
10. Miscellaneous.
-------------
10.1 Severability. If any term, provision, covenant or restriction
------------
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
10.2 Binding Effect and Assignment. This Agreement and all of the
-----------------------------
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by any of
the parties without the prior written consent of the other.
10.3 Amendments and Modifications. This Agreement may not be
----------------------------
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
10.4 Specific Performance: Injunctive Relief. The parties hereto
---------------------------------------
acknowledge that Acquirer will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
each Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies which may be available to Acquirer upon such violation,
Acquirer shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to it at
law or in equity.
10.5 Notices. All notices, requests, claims, demands and other
-------
communications hereunder shall be in writing and sufficient if delivered in
person, by commercial overnight courier service, by confirmed telecopy, or sent
by mail (registered or certified mail, postage prepaid, return receipt
requested) to the respective parties as follows:
If to Acquirer: Borland International, Inc.
100 Borland Way
Scotts Valley, CA 95066
Attention: General Counsel
Telecopy No.: (408) 431-4171
Telephone No.: (408) 431-1410
If to each Stockholder: To the address for notice set forth on
the last page hereof.
With a copy to: Visigenic Software, Inc.
951 Mariner's Island Boulevard
San Mateo, CA 94404
Attention: President
Telecopy No.: (650) 286-5146
Telephone No.: (650) 286-1900
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.
10.6 Governing Law. This Agreement shall be governed by, construed
-------------
and enforced in accordance with the laws of the State of Delaware without giving
effect to principles of conflicts of law.
10.7 Entire Agreement. This Agreement contains the entire
----------------
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings between the parties with
respect to such subject matter.
10.8 Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be an original, but all of which together shall constitute
one and the same agreement.
10.9 Effect of Headings. This Section headings herein are for
------------------
convenience only and shall not affect the construction or interpretation of this
Agreement.
11. Termination. Notwithstanding anything else in this Agreement, this
-----------
Agreement and the Proxy, and all obligations of each Stockholder under either of
them, shall automatically terminate as of the Expiration Date.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.
BORLAND INTERNATIONAL, INC.
By:
----------------------------------------
----------------------------------------
Name of Stockholder:
-----------------------
Stockholders Address for Notice:
-------------------------------------------
-------------------------------------------
-------------------------------------------
Shares beneficially owned:
__________ shares of Common Stock
ANNEX A
IRREVOCABLE PROXY
-----------------
Each undersigned Stockholder of Visigenic Software, Inc., a Delaware
corporation ("Target"), hereby irrevocably appoints and constitutes the members
of the Board of Directors of Borland International, Inc., a Delaware corporation
("Acquirer"), and each of them (the "Proxyholders"), the agents and proxies of
such Stockholder, with full power of substitution and resubstitution, to the
full extent of such Stockholder's rights with respect to the shares of capital
stock of Target beneficially owned by the undersigned, which shares are listed
below (the "Shares"), and any and all other shares or securities issued or
issuable in respect thereof on or after the date hereof and prior to the date
this proxy terminates, to vote the Shares as follows:
The agents and proxies named above are empowered at any time prior to
termination of this proxy to exercise all voting and other rights
(including, without limitation, the power to execute and deliver written
consents with respect to the Shares) of each of the undersigned at every
annual, special or adjourned meeting of Target Stockholders, and in every
written consent in lieu of such a meeting, or otherwise, in favor of
approval of the Merger (as defined in the Voting Agreement dated November
17, 1997 between each Stockholder and Acquirer (the "Voting Agreement") and
that certain Agreement and Plan of Merger dated as of November 17, 1997 by
and among Acquirer, Target and Vixen Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Acquirer ("Sub") (the "Merger
Agreement").
The Proxyholders may not exercise this proxy on any other matter. Each
undersigned Stockholder may vote the Shares on all such other matters.
The proxy granted by each Stockholder to the Proxyholders hereby is granted
as of the date of this Agreement in order to secure the obligations of each
Stockholder set forth in Section 2 of the Voting Agreement, and is irrevocable
and coupled with an interest in such obligations and in the interests in Target
to be purchased and sold pursuant to the Reorganization Agreement. This proxy
will terminate upon the termination of the Voting Agreement in accordance with
its terms.
Upon the execution hereof, all prior proxies given by each of the
undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked and no subsequent proxies will be given until such time as this
proxy shall be terminated in accordance with its terms.
Any obligation of each of the undersigned hereunder shall be binding upon
the successors and assigns of the undersigned. Each undersigned Stockholder
authorizes the Proxyholders to file this proxy and any substitution or
revocation of substitution with the Secretary of Target and with any Inspector
of Elections at any meeting of stockholders of Target.
This proxy is irrevocable and shall survive the insolvency, incapacity,
death or liquidation of the undersigned.
Dated: November 17, 1997
-------------------------------------
Signature of Stockholder
-------------------------------------
Print name of Stockholder
Shares beneficially owned:
__________ shares of Common Stock
ANNEX B
CONSENT OF SPOUSE
-----------------
I, __________, spouse of _________________ acknowledge that I have read the
Voting Agreement dated as of November 17, 1997 to which this Consent of Spouse
is attached as Annex B (the "Agreement") and that I know its contents. I am
aware that by its provisions, shares of capital stock of Visigenic Software,
Inc. which my spouse owns (including any interest I might have therein) are
subject to certain transfer and voting restrictions.
I agree that my interest, if any, in the Stock subject to the Agreement
shall be bound by the Agreement and further understand and agree that any
community property interest I may have in such capital stock shall be similarly
bound by the Agreement.
Dated as of the 17th day of November, 1997.
--------------------------------
PRINTED NAME:
-------------------
Page 7 of 7 pages
