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Proxim Corporation (PROX)
October 25, 2004
Exhibit 99.1
Continuation Sheet
Note (1): Pursuant to that certain Securities Purchase Agreement (the "Purchase
Agreement"), dated as of July 27, 2004, by and among Warburg Pincus
Private Equity VIII, L.P., a Delaware limited partnership ("WP VIII"),
the other purchasers named therein and Proxim Corporation (the
"Company"), on October 22, 2004, WP VIII surrendered for cancellation
an aggregate of 2,600,000 shares of the Series A Convertible Preferred
Stock (the "Series A Preferred Stock") of the Company, 425,186 shares
of the Series B Convertible Preferred Stock (the "Series B Preferred
Stock") of the Company and Warrants (the "Warrants") to purchase an
aggregate of 31,435,165 shares (at issuance) of the Company's Class A
Common Stock, par value $0.01 per share (the "Common Stock"), in
exchange for 346,680 shares of the Series C Preferred Stock (the
"Series C Preferred Stock") of the Company and 142,133,339 shares of
Common Stock. The Series A Preferred Stock was convertible by WP VIII,
at any time and from time to time, at an initial conversion price of
$3.0559 and at an initial conversion rate of approximately 8.1809
shares of Common Stock for each share of Series A Preferred Stock
converted, subject to certain adjustments as set forth in the
Certificate of Designations, Preferences and Rights of the Series A
Convertible Preferred Stock of Proxim Corporation (the "Series A
Certificate of Designations"). The liquidation preference of the
Series A Preferred Stock accreted at an annual rate of 8%, compounded
semi-annually, as more fully described in the Series A Certificate of
Designations. The Series B Preferred Stock was convertible by WP VIII,
at any time and from time to time, into shares of Common Stock at an
initial conversion price of $1.15, and at an initial conversion rate
of approximately 86.96 shares of Common Stock for each share of Series
B Preferred Stock converted, subject to certain adjustments as set
forth in the Certificate of Designations, Preferences and Rights of
Series B Preferred Stock of Proxim Corporation (the "Series B
Certificate of Designations"). The liquidation preference of the
Series B Preferred Stock accreted at an annual rate of 14%, compounded
quarterly, as more fully described in the Series B Certificate of
Designations. The Warrants were currently exercisable. The liquidation
preference of the Series C Preferred Stock accretes at an annual rate
of 8.75%, compounded quarterly, as more fully described in the
Certificate of Designations, Preferences and Rights of Series C
Preferred Stock of Proxim Corporation.
The sole general partner of WP VIII is Warburg Pincus & Co., a New
York general partnership ("WP"). Warburg Pincus LLC, a New York
limited liability company ("WP LLC"), manages WP VIII. By reason of
the provisions of Rule 16a-1 of the Securities Exchange Act of 1934,
as amended, WP VIII, WP and WP LLC may be deemed to be the beneficial
owners of the shares of Series C Preferred Stock and the shares of
Common Stock. WP and WP LLC disclaim beneficial ownership of such
securities, except to the extent of any indirect pecuniary interest
therein. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is a partner of WP and a member and
managing director of WP LLC. As such, ▇▇. ▇▇▇▇▇▇ may be deemed to be
the beneficial owner (within the meaning of Rule 16a-1 under the
Securities Exchange Act of 1934) of an indeterminate portion of the
securities benefically owned by WP and WP LLC. ▇▇. ▇▇▇▇▇▇ is also a
member of the board of directors of the Company. ▇▇. ▇▇▇▇▇▇ disclaims
any beneficial ownership of the securities reported herein as owned.
Note (2): The Series A Preferred Stock was to be redeemed by the Company on
August 5, 2007 for an amount equal to the liquidation value then in
effect plus all accrued and unpaid dividends. The Series B Preferred
Stock was to be redeemed by the Company on July 30, 2011 for an amount
equal to the liquidation value then in effect plus all accrued and
unpaid dividends.
Note (3): 1/3 of the shares underlying the stock option vest immediately and 1/3
of the shares underlying the stock option vest on each anniversary
date of the grant, such that all of the shares underlying the stock
option will be vested and exercisable on the second anniversary of the
date of the grant.
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