General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 15 50K
2: EX-99.A Exhibit A: Agreement of Joint Filing 2 9K
3: EX-99.B Exhibit B: Lock-Up Agreement 2 12K
4: EX-99.C Exhibit C: Lock-Up Agreement 2 12K
5: EX-99.D Exhibit D: Lock-Up Agreement 2 12K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed
Pursuant to Rule 13d-2(a)
Odimo Incorporated
------------------
(Name of Issuer)
Common Stock, par value $0.001
------------------------------
(Title of Class of Securities)
67606R-10-7
-----------
(CUSIP Number)
John L. Savva David H. Kimelberg
Sullivan & Cromwell LLP SOFTBANK Inc.
1870 Embarcadero Road 1188 Centre Street
Palo Alto, CA 94303 Newton Center, MA 02459
650-461-5600 617-928-9300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 14, 2005
-----------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. [_]
Page 1 of 15 Pages
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CUSIP NO. 67606R-10-7 PAGE 2 OF 15 PAGES
-------------------------------------- --------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SB Capital Managers LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,152,892
OWNED BY
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,152,892
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,152,892
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
--------------------------------------------------------------------------------
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CUSIP NO. 67606R-10-7 PAGE 3 OF 15 PAGES
-------------------------------------- --------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SOFTBANK Capital Partners LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,152,892
OWNED BY
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,152,892
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,152,892
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, OO
--------------------------------------------------------------------------------
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CUSIP NO. 67606R-10-7 PAGE 4 OF 15 PAGES
-------------------------------------- --------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SOFTBANK Capital Partners LP
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF, WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 575,067
OWNED BY
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
575,067
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,067
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
-------------------------------------- --------------------------------------
CUSIP NO. 67606R-10-7 PAGE 5 OF 15 PAGES
-------------------------------------- --------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SOFTBANK Capital LP
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF, WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 565,183
OWNED BY
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
565,183
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
565,183
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
--------------------------------------------------------------------------------
PAGE 6 OF 15 PAGES
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is
the Common Stock, par value $0.001 per share (the "Common Stock"), of Odimo
Incorporated ("Odimo"). The address of the principal executive offices of Odimo
is 14001 N.W. 4th Street, Sunrise, Florida 33325.
ITEM 2. IDENTITY AND BACKGROUND
SOFTBANK Capital Partners LP, a Delaware limited partnership ("SB
Capital Partners"), SOFTBANK Capital LP, a Delaware limited partnership ("SB
Capital"), and SOFTBANK Capital Advisors Fund LP, a Delaware limited partnership
("Advisors Fund", and together with SB Capital Partners and SB Capital, the "SB
Funds"), are investment funds managed by their sole general partner, SOFTBANK
Capital Partners LLC, a Delaware limited liability company ("SB CP LLC").
Securities owned by the SB Funds may be regarded as being beneficially owned by
SB CP LLC, their general partner.
Pursuant to the Limited Liability Company Agreement of SB CP LLC, all
investment decisions on behalf of SB CP LLC must be approved by SB Capital
Managers LLC, a Delaware limited liability company ("SB CM", and together with
SB Capital Partners, SB Capital and SB CP LLC, the "Reporting Persons");
accordingly, securities beneficially owned by SB CP LLC may be regarded as being
beneficially owned by SB CM.
The principal business of each of the SB Funds is to make capital
investments in companies operating in the areas of the Internet and Internet
related technologies. SB CM was formed to serve and act as the investment
manager of each of the SB Funds through SB CP LLC.
The principal business office of each of the Reporting Persons is
located at 1188 Centre Street, Newton Center, Massachusetts 02459.
Schedules 1 and 2 hereto sets forth the following information with
respect to each executive officer and director or manager of SB CM and SB CP
LLC: (i) name, (ii) business address, (iii) citizenship, (iv) present principal
occupation or employment and the name of any other corporation or other
organization in which such employment is conducted.
During the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to a judgment, decree or
PAGE 7 OF 15 PAGES
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The SB Funds have acquired an aggregate of 474,810 shares of Series B
Preferred Stock, par value $0.001 per share (the "Series B"), of Odimo, for an
aggregate purchase price of $31,250,000; an aggregate of 332,382 shares of
Series C Preferred Stock, par value $0.001 per share (the "Series C"), of Odimo,
for an aggregate purchase price of $8,148,771; warrants to purchase 45,700
shares of Series C (the "Warrants") in connection with a note purchase agreement
pursuant to which the SB Funds purchased notes issued by Odimo in the aggregate
principal amount of $1,800,438; and on February 14, 2005, the date of the
initial public offering of Odimo (the "Odimo IPO"), the shares of Series B and
Series C were automatically converted into shares of Common Stock on a 1-for-1
basis and the Warrants automatically became exercisable for shares of Common
Stock in lieu of shares of Series C and were exercised by the SB Funds for an
aggregate exercise price of $409,472. In addition, on February 14, 2005 the SB
Funds purchased an aggregate of 300,000 shares of Common Stock in the Odimo IPO
(the "IPO Shares") for an aggregate purchase price of $2,700,000.
The source and amount of the funds used in making the purchases of the
shares of Series B and Series C, the Warrants and the IPO Shares were available
working capital of the SB Funds.
ITEM 4. PURPOSE OF TRANSACTION.
The SB Funds acquired the shares of Series B and Series C, the Warrants
and the IPO Shares for the purpose of making an investment in the Company.
As part of their ongoing review of their investment in Odimo, the
Reporting Persons may from time to time explore a variety of alternatives,
including, without limitation: (a) the purchase of additional shares of Common
Stock or other classes of capital stock of Odimo or the disposition of some or
all of the Common Stock described herein, whether through open market or
privately negotiated transactions; (b) an extraordinary corporate transaction,
such as a merger, reorganization, or liquidation, involving Odimo or any of its
subsidiaries; (c) a sale or transfer of all or a material portion of the assets
of Odimo or any of its subsidiaries; (d) plans or proposals that may involve
other changes in Odimo's business or corporate structure or (e) privately
negotiated derivative transactions with institutional counterparties to hedge
the market risk of some or all of the position in the Common Stock. There is no
assurance that the Reporting Persons will develop any plans or proposals with
respect to any of the foregoing matters and, in some cases, the foregoing
matters may be limited or
PAGE 8 OF 15 PAGES
restricted by the terms of the agreements entered into by the Reporting Persons
in connection with their acquisition described herein of Common Stock. Whether
the Reporting Persons pursue any such alternative, and the timing thereof, will
depend on their assessment of pertinent factors, including, without limitation,
(a) the availability of shares of Common Stock or other classes of capital stock
of Odimo for purchase at particular price levels; (b) the availability and
nature of opportunities to dispose of Common Stock; (c) Odimo's financial
condition, business, and prospects; (d) general economic, industry, and
financial market conditions; (e) alternative business and investment
opportunities available to the Reporting Persons and (f) the Reporting Persons'
overall business plans and strategies and developments with respect to the
Reporting Persons' or Odimo's business.
Except as described in this Item 4, at the present time the Reporting
Persons have no plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of Odimo, or the disposition
of securities of Odimo, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Odimo or any of its
subsidiaries, (c) a sale or transfer of a material amount of the assets of Odimo
or any of its subsidiaries, (d) any change in the present board of directors or
management of Odimo, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board, (e) any
material change in the present capitalization or dividend policy of Odimo, (f)
any other material change in Odimo's business or corporate structure, (g)
changes in Odimo's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of Odimo by any person, (h)
a class of securities of Odimo being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of Odimo becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934 or (j) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
TOTAL OUTSTANDING SHARES. According to the Prospectus dated February
14, 2005 for Odimo's initial public offering, the total number of shares of
Common Stock outstanding immediately following completion of the offering is
7,161,923 shares.
SB CAPITAL PARTNERS. As of the date of filing this statement, SB
Capital Partners is the beneficial owner of a total of 575,067 shares of Common
Stock (which includes 236,039 shares of Common Stock that SB Capital Partners
acquired upon conversion of shares of Series C, 166,185 shares of Common Stock
that SB Capital Partners acquired upon conversion of shares of Series B, 22,849
shares of Common Stock that SB Capital Partners acquired upon exercise of the
Warrants held by it
PAGE 9 OF 15 PAGES
and 149,994 shares of Common Stock that SB Capital Partners purchased in Odimo's
initial public offering), or 8.0% of the outstanding Common Stock.
SB CAPITAL. As of the date of filing this statement, SB Capital is the
beneficial owner of a total of 565,183 shares of Common Stock (which includes
231,981 shares of Common Stock that SB Capital Partners acquired upon conversion
of shares of Series C, 163,329 shares of Common Stock that SB Capital Partners
acquired upon conversion of shares of Series B, 22,456 shares of Common Stock
that SB Capital Partners acquired upon exercise of the Warrants held by it and
147,417 shares of Common Stock that SB Capital Partners purchased in Odimo's
initial public offering), or 7.9% of the outstanding Common Stock.
SB CP LLC. By virtue of being the general partner of each of the SB
Funds, SB CP LLC may be deemed a beneficial owner of a total of 1,152,892 shares
of Common Stock, or 16.0% of the outstanding Common Stock.
SB CM. By virtue of the fact that all investment decisions on behalf of
SB CP LLC require the approval of SB CM, SB CM may be deemed a beneficial owner
of a total of 1,152,892 shares of Common Stock, or 16.0% of the outstanding
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and other persons named in
Item 2 with respect to any securities of Odimo other than the following:
(a) Each of the SB Funds has entered into a 180-day "lock-up"
agreement with the underwriters in the Odimo IPO. Under the "lock-up"
agreements, each of the SF Funds has agreed, subject to certain exceptions
described below, that for a period of 180 days following February 14, 2005
it will not, without the prior written consent of CIBC World Markets Corp.,
as representative of the several underwriters in the Odimo IPO, directly or
indirectly,
(i) offer, sell, assign transfer, pledge, encumber, agree or
contract to sell, grant an option to purchase or enter into
any transaction or device that is designed to, or could
reasonably be expected to, result in the disposition by any
person at any time in the future of,
(ii) enter into any swap, derivative or transaction or other
arrangement that transfers to another, in whole or in part,
any of the economic benefits or risks of ownership of, or
PAGE 10 OF 15 PAGES
(iii) make any demand for or exercise any right with respect to
registration of,
any shares of Common Stock, any option, right or warrant to purchase shares
of Common Stock or any securities convertible into or exchangeable for
Common Stock that it beneficially owned on December 28, 2004 or thereafter
acquired. The "lock-up" agreements do not
restrict the pledging as collateral or the transfer as gifts or gifts of
shares of Common Stock (provided that any pledge or donee thereof agrees to
be bound by the terms of the "lock-up").
The "lock-up" agreements entered into by the SB Funds are attached as
Exhibits B, C and D hereto.
(b) The SB Funds are parties to an Amended and Restated Registration
Rights Agreement, dated March 30, 2004 (the "Rights Agreement"), under
which Odimo has granted certain rights to the holders of shares of Common
Stock issued or issuable upon conversion of shares of its Series B
Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
(such shares of Common Stock, the "Registrable Securities"). Under the
Rights Agreement, during the period commencing six months after the Odimo
IPO and ending on the fifth anniversary of the Odimo IPO, subject to
certain exceptions, the holders of 20% or more of the then-outstanding
Registrable Securities may require Odimo to file with the Securities and
Exchange Commission for the registration of the Registrable Securities (i)
up to two registration statements if Odimo is not eligible to register the
Registrable Securities on Form S-3 or (ii) an unlimited number of
registration statements on Form S-3. Odimo may in certain circumstances
delay the filing of such registration statement for up to 90 days if
Odimo's board of directors, in its reasonable judgment and in good faith,
resolves that such a filing would materially interfere with any significant
acquisition, corporate reorganization or other similar transaction
involving Odimo. In addition, Odimo is not required to file a registration
statement on Form S-3 if within the preceding 12 months it has already
effected two registrations on Form S-3 at the request of holders of
Registrable Securities. If Odimo proposes to register any of its
securities, it must notify the holders of the Registrable Securities who
have the right, subject to certain exceptions and limitations, to have
their shares of Registrable Securities included in such proposed
registration statement; provided, however, that Odimo's obligation to
include the Registrable Securities in any such registration ceases once
such Registrable Securities become free of any restrictions on sale or
transfer under Rule 144(k) under the Securities Act of 1933.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement of Joint Filing, dated as of February 24, 2005, by
and among SOFTBANK Capital Partners LP, SOFTBANK Capital LP,
PAGE 11 OF 15 PAGES
SOFTBANK Capital Partners LLC and SB Capital Managers LLC.
Exhibit B Lock-Up Agreement, dated December 28, 2004, of SOFTBANK
Capital Partners LP.
Exhibit C Lock-Up Agreement, dated December 28, 2004, of SOFTBANK
Capital LP.
Exhibit D Lock-Up Agreement, dated December 28, 2004, of SOFTBANK
Capital Advisors Fund LP.
PAGE 12 OF 15 PAGES
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.
Dated: February 24, 2005
SB CAPITAL MANAGERS LLC
By: SOFTBANK Inc.,
Administrative Member
By: /s/ Steven J. Murray
-------------------------------------
Name: Steven J. Murray
Title: Administrative Member
Representative
SOFTBANK CAPITAL PARTNERS LLC
By: SOFTBANK Inc.,
Administrative Member
By: /s/ Steven J. Murray
-------------------------------------
Name: Steven J. Murray
Title: Administrative Member
Representative
SOFTBANK CAPITAL PARTNERS LP
By: SOFTBANK Capital Partners LLC,
General Partner
By: /s/ Steven J. Murray
-------------------------------------
Name: Steven J. Murray
Title: Administrative Member
Representative
PAGE 13 OF 15 PAGES
SOFTBANK CAPITAL LP
By: SOFTBANK Capital Partners LLC,
its General Partner
By: /s/ Steven J. Murray
-------------------------------------
Name: Steven J. Murray
Title: Administrative Member
Representative
PAGE 14 OF 15 PAGES
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF
SB CAPITAL MANAGERS LLC
The business address for each of the individuals listed below is 1188
Centre Street, Newton Center, Massachusetts 02459.
Each of the individuals listed below is a citizen of the United States
of America.
NAME PRESENT AND PRINCIPAL OCCUPATION
---- --------------------------------
Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK
Holdings Inc.; Vice Chairman of SOFTBANK America Inc.;
Chairman and President of SOFTBANK Inc.; Chairman of
the Board, President and Director of SOFTBANK Capital
Partners Investment Inc.; Managing Member of SOFTBANK
Capital Partners LLC; Managing Member and Investment
Manager of SB Capital Managers LLC.
Eric Hippeau Vice President of SOFTBANK Inc.; Managing Director of
SOFTBANK Latin America Ventures LLC; Principal of
SOFTBANK Europe Partners LLC; Managing Member and
Investment Manager of SB Capital Managers LLC.
Michael S. Perlis Investment Manager of SB Capital Managers LLC.
PAGE 15 OF 15 PAGES
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS OF
SOFTBANK CAPITAL PARTNERS LLC
The business address for each of the individuals listed below is 1188
Centre Street, Newton Center, Massachusetts 02459.
Each of the individuals listed below is a citizen of the United States
of America.
NAME PRESENT AND PRINCIPAL OCCUPATION
---- --------------------------------
Ronald D. Fisher Director of SOFTBANK Corp.; Vice Chairman of SOFTBANK
Holdings Inc.; Vice Chairman of SOFTBANK America Inc.;
Chairman and President of SOFTBANK Inc.; Chairman of
the Board, President and Director of SOFTBANK Capital
Partners Investment Inc.; Managing Member of SOFTBANK
Capital Partners LLC; Managing Member and Investment
Manager of SB Capital Managers LLC.
Charles R. Lax Managing Member of SOFTBANK Capital Partners LLC.
Dates Referenced Herein and Documents Incorporated by Reference
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