From PRE 14A 10/07/2003
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock as of October 10, 2003,
by (a) each stockholder who is known by the Company to beneficially own more
than 5% of the Common Stock, (b) the Company's Chief Executive Officer and the
Named Executive Officers listed in "Executive Compensation" on page 7 who were
serving as executive officers at the end of the Last Fiscal Year, (c) each
director/nominee of the Company, and (d) all current directors and executive
officers of the Company as a group. To the Company's knowledge, except as
otherwise indicated in the footnotes to this table, each person has sole voting
and investment power with respect to all shares shown as beneficially owned by
them, subject to community property laws where applicable. A person is deemed to
be the beneficial owner of voting securities that can be acquired by such person
within 60 days after the Record Date upon the exercise of options, warrants or
convertible securities. Each beneficial owner's percentage ownership under the
column entitled "Percentage of Common Stock Outstanding" is based on
[29,869,808] shares of Common Stock issued and outstanding as of the Record
Date, plus shares issuable upon the exercise of options, warrants or convertible
securities (exercisable within 60 days after the Record Date) that are held by
such person, but not those held by any other persons.
Shares Beneficially Percentage of Common Stock
------------------- --------------------------
Beneficial Owner Owned Outstanding
---------------- ----- -----------
Newcastle Partners, L.P. (1) 3,788,952 12.68%
Mark E. Schwarz (2) 7,477,905 25.03%
James Given (3) 400,000 1.32%
Steve W. Mitchell (4) 650,000 2.13%
Timothy J. Toppin (5) 0 0
Steven J. Pully (6) 0 0
John P. Murray (6) 0 0
All directors and executive 8,527,905 27.58%
officers as a group (4 persons)
(7)
(1) Newcastle Capital Management, L.P. (NCM) is the general partner of
Newcastle Partners, L.P. and Newcastle Capital Group, L.L.C. (NCG) is the
general partner of NCM. NCM and NCG disclaim beneficial ownership of the
shares held by Newcastle Partners, L.P. except to the extent of their
pecuniary interest therein.
(2) Includes 3,788,952 shares owned by Newcastle Partners, L.P., for which Mr.
Schwarz disclaims beneficial ownership except to the extent of his
pecuniary interest therein. Mr. Schwarz is the sole general partner of
Newcastle Partners, L.P., directly or indirectly through entities he
controls.
(3) Consists of 400,000 shares issuable upon the exercise of options that were
exercisable as of October 10, 2003. On April 30, 2003 Mr. Given resigned
as the Vice President and General Counsel of the Company but continues to
work on a contract basis for the Company.
(4) Consists of 650,000 shares issuable upon the exercise of options that were
exercisable as of October 10, 2003.
(5) On April 30, 2003, Mr. Toppin resigned from his position as the Vice
President and Chief Financial Officer of the Company.
(6) Excludes 3,788,952 shares owned by Newcastle Partners, L.P., for which
each of Mr. Pully and Mr. Murray disclaims beneficial ownership except to
the extent of their pecuniary interest therein. Messrs. Pully and Murray
are affiliates of Newcastle.
(7) Includes 650,000 shares issuable upon exercise of options that were
exercisable as of October 10, 2003. Includes 3,788,952 shares owned by
Newcastle Partners, L.P., for which each of Mr. Murray, Mr. Pully and Mr.
Schwarz disclaims beneficial ownership except to the extent of their
pecuniary interest therein.
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