Exhibit 2
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT is entered into as of February 7, 2002, by
and among SHL TeleMedicine Ltd., an Israeli corporation ("PARENT"), SHL
TeleMedicine Acquisition Corp., a Delaware corporation and an indirect
wholly-owned subsidiary of Parent ("PURCHASER"), and each of Xxxxxxx X. Xxxxx,
Xxxxx Xxxxxxx, Xxxxxx Xxx, Xxxx X. Xxxxxx, Xx., Xxxx X. Xxxxxx and Xxxxx Xxxxxxx
(each in his individual capacity, a "STOCKHOLDER" and collectively, the
"STOCKHOLDERS").
RECITALS
A. Parent, Purchaser and Raytel Medical Corporation, a Delaware
corporation (the "COMPANY") are entering into an Agreement and Plan of Merger of
even date herewith (the "MERGER AGREEMENT") which provides (subject to the
conditions set forth therein) for the commencing of an offer by Purchaser in
which each of the issued and outstanding shares of Company Common Stock (as
defined below) may be exchanged for the right to receive cash, without interest,
in an amount to be paid in accordance with the Merger Agreement followed by the
merger of Purchaser with and into the Company (the "MERGER");
B. Each Stockholder is the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of such number of shares of the outstanding
capital stock of the Company and shares subject to outstanding options as is
indicated on EXHIBIT A attached hereto; and
C. In order to induce Parent and Purchaser to enter into the
Merger Agreement, each Stockholder is entering into this Stockholders Agreement.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree
as follows:
Section 1. CERTAIN DEFINITIONS.
For purposes of this Stockholders Agreement:
A. "COMPANY COMMON STOCK" shall mean the common stock, par value
$0.001 per share, of the Company, together with the associated Rights.
B. "EXPIRATION DATE" shall mean the earliest of: (i) the date
upon which the Merger Agreement is validly terminated pursuant to Article 8
thereof; and (ii) the date upon which the Merger becomes effective.
C. Each Stockholder shall be deemed to "OWN" or to have acquired
"OWNERSHIP" of a security if such Stockholder is the record and/or beneficial
owner (as defined in Rule 13d-3 under the Exchange Act) of such security.
D. "PERSON" shall mean any individual, corporation, limited
liability company, partnership, trust or other entity, or governmental
authority.
E. "SUBJECT SECURITIES" shall mean: (i) all securities of the
Company (including all shares of Company Common Stock and all options and other
rights to
acquire shares of Company Common Stock) Owned by each Stockholder as of the date
of this Stockholders Agreement; and (ii) all additional securities of the
Company (including all additional shares of Company Common Stock and all
additional options and other rights to acquire shares of Company Common Stock)
of which a Stockholder acquires Ownership during the period from the date of
this Stockholders Agreement through the Expiration Date.
F. A Person shall be deemed to have a effected a "TRANSFER" of a
security if such Person directly or indirectly: (a) sells, pledges, encumbers,
grants an option with respect to, transfers, distributes or disposes of such
security or any interest in such security; (b) enters into an agreement or
commitment contemplating the possible sale of, pledge of, encumbrance of, grant
of an option with respect to, transfer of or disposition of such security or any
interest therein; (c) grants any proxy, power-of-attorney or other authorization
or consent with respect to any such security or any interest therein; (d)
deposits any such security or any interest therein into a voting trust, or
enters into a voting agreement or arrangement with respect to any such security
or any interest therein; or (e) takes any other action that would in any way
restrict, limit or interfere with the performance of such Stockholder's
obligations hereunder or the transactions contemplated hereby.
Capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them in the Merger Agreement.
Section 2. TRANSFER OF SUBJECT SECURITIES.
A. TRANSFEREE OF SUBJECT SECURITIES TO BE BOUND BY THIS
STOCKHOLDERS AGREEMENT. Each Stockholder agrees that during the period from the
date of this Stockholders Agreement through the Expiration Date, such
Stockholder shall not cause or permit any Transfer of any of the Subject
Securities to be effected unless each Person to which any of such Subject
Securities, or any interest in any of such Subject Securities, is or may be
Transferred shall have: (i) executed a counterpart of this Stockholders
Agreement (with such modifications as Parent may reasonably request); and (ii)
agreed to hold such Subject Securities (or interest in such Subject Securities)
subject to all of the terms and provisions of this Stockholders Agreement;
provided that nothing in this Stockholders Agreement shall prohibit (a) a
Stockholder from Transferring Subject Securities to Parent or Purchaser pursuant
to Section 3, or (b) Transfers to a trust, family limited partnership or similar
entity, provided such shares remain beneficially Owned by such Stockholder and
subject to the restrictions of this Stockholders Agreement (each, a "PERMITTED
TRANSFER").
B. NO TRANSFER OF VOTING RIGHTS. Each Stockholder shall ensure
that, during the period from the date of this Stockholders Agreement through the
Expiration Date: (i) none of the Company Common Stock owned by Stockholder is
deposited into a voting trust; and (ii) no proxy is granted, and no voting
agreement or similar agreement is entered into, with respect to any of the
Company Common Stock owned by such Stockholder.
2
Section 3. TENDER OF SHARES. Each Stockholder agrees that,
during the period from the date of this Stockholders Agreement through the
Expiration Date, subject to the right of a Stockholder to make Permitted
Transfers, such Stockholder shall tender all shares of Company Common Stock
Owned by such Stockholder as of the date of the commencement of the Offer into
the Offer as promptly as practicable, and in no event later than the tenth
business day, following the commencement by Purchaser of the Offer pursuant to
Section 1.01 of the Merger Agreement, and such Stockholder shall not withdraw
any shares so tendered unless the Offer is terminated or has expired without
Purchaser or Parent purchasing all shares of Company Common Stock validly
tendered in the Offer and not withdrawn.
Section 4. VOTING OF SHARES.
A. VOTING. Each Stockholder agrees that during the period from
the date of this Stockholders Agreement through the Expiration Date:
(i) at any meeting of stockholders of the Company, however
called, and at every adjournment or postponement thereof, such
Stockholder shall (a) appear at the meeting, or otherwise cause all
shares of Company Common Stock Owned by such Stockholder, to be counted
as present thereat for purposes of establishing a quorum, (b) vote or
cause all shares of Company Common Stock Owned by such Stockholder to
be voted in favor of the approval and adoption of the Merger Agreement
and the approval of the Merger and (c) vote or cause all shares of
Company Common Stock Owned by such Stockholder to be voted, against (1)
any Acquisition Proposal (other than one by Parent or Purchaser) and
(2) any amendment of the Company's Certificate of Incorporation or
Bylaws or other proposal, action or transaction involving the Company
or any of its Subsidiaries or any of its stockholders, which amendment
or other proposal, action or transaction could reasonably be expected
to prevent, impede or delay the consummation of the Offer, the Merger
or the other transactions contemplated by the Merger Agreement or this
Stockholders Agreement or to deprive Parent of any material portion of
the benefits anticipated by Parent to be received from the consummation
of the Offer, the Merger or the other transactions contemplated by the
Merger Agreement or this Stockholders Agreement, or change in any
manner the voting rights of Company Common Stock presented to the
stockholders of the Company (regardless of any recommendation of the
Board of Directors of the Company) or in respect of which vote or
consent of the stockholders is requested or sought, unless such
transaction has been approved in advance by Parent or Purchaser; and
(ii) in the event written consents are solicited or otherwise
sought from stockholders of the Company with respect to the approval or
adoption of the Merger Agreement or with respect to the approval of the
Merger, such Stockholder shall cause to be validly executed, with
respect to all shares of Company Common Stock Owned by such Stockholder
as of the record date fixed for the consent to the proposed action, a
written consent or written consents to such proposed action.
3
X. XXXXX OF IRREVOCABLE PROXY; APPOINTMENT OF PROXY. Each
Stockholder:
(i) hereby irrevocably grants to, and appoints, Parent and
any nominee thereof, its proxy and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of such
Stockholder, to vote all shares of Company Common Stock Owned by such
Stockholder, or grant a consent or approval in respect of such shares,
in connection with any meeting of the stockholders of the Company as
specified in clauses (i) and (ii) of Section 4(A);
(ii) represents that any proxies heretofore given in respect
of the shares of Company Common Stock Owned by such Stockholder, if
any, are not irrevocable, and that such proxies are hereby revoked;
(iii) hereby affirms that the irrevocable proxy set forth in
this Section 4B is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Stockholder under this Stockholders
Agreement;
(iv) hereby affirms that the irrevocable proxy is coupled
with an interest and, except as set forth herein, is intended to be
irrevocable in accordance with the provisions of Section 212(e) of the
Delaware General Corporation Law; and
(v) agrees that this Section 4 is a voting agreement
created under Section 218 of the Delaware General Corporation Law.
Section 5. NO SOLICITATION. Each Stockholder hereby agrees that
during the period from the date of this Stockholders Agreement through the
Expiration Date, such Stockholder shall not, nor shall such Stockholder
authorize or permit any representative of such Stockholder to, directly or
indirectly take any action prohibited by Section 6.05 of the Merger Agreement.
Nothing contained in this Stockholders Agreement shall prevent a Stockholder,
when acting solely in his capacity as a director or officer of the Company, from
taking actions permitted under the Merger Agreement.
Section 6. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Each
Stockholder hereby represents and warrants, severally and not jointly, to Parent
and Purchaser as follows:
A. AUTHORIZATION, ETC. Stockholder has the absolute and
unrestricted right, power, authority and legal capacity to execute and deliver
this Stockholders Agreement and to perform Stockholder's obligations hereunder.
This Stockholders Agreement has been validly executed and delivered by such
Stockholder and constitutes the legal, valid and binding obligation of such
Stockholder, enforceable against such Stockholder in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors, and the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
4
B. NO CONFLICTS OR CONSENTS. The execution and delivery of this
Stockholders Agreement by Stockholder does not, and the performance of this
Stockholders Agreement by Stockholder will not: (i) conflict with or violate any
law, rule, regulation, order, decree or judgment applicable to Stockholder or by
which Stockholder or any of Stockholder's properties is or may be bound or
affected; (ii) result in or constitute (with or without notice or lapse of time)
any breach of or default under, or give to any other Person (with or without
notice or lapse of time) any right of termination, amendment, acceleration or
cancellation of, or result (with or without notice or lapse of time) in the
creation of any encumbrance or restriction on any of the Subject Securities
pursuant to, any contract to which Stockholder is a party or by which
Stockholder or any of Stockholder's affiliates or properties is or may be bound
or affected; or (iii) except for applicable requirements, if any, of the
Exchange Act, require any filing by Stockholder with, or any permit,
authorization, consent or approval of, any Governmental Entity or other Person.
C. TITLE TO SECURITIES. As of the date of this Stockholders
Agreement: (i) Stockholder holds of record, free and clear of any liens, claims,
options, rights of first refusal, co-sale rights, charges or other encumbrances
(collectively, "LIENS"), the number of outstanding shares of Company Common
Stock set forth under the heading "Shares Held of Record" on EXHIBIT A; (ii)
Stockholder holds (free and clear of any Liens) the options and other rights to
acquire shares of Company Common Stock set forth under the heading "Options and
Other Rights" on EXHIBIT A; (iii) Stockholder Owns the additional securities of
the Company set forth under the heading "Additional Securities Beneficially
Owned" on EXHIBIT A; and (iv) Stockholder does not directly or indirectly Own
any shares of capital stock or other securities of the Company, or any option,
warrant or other right to acquire (by purchase, conversion or otherwise) any
shares of capital stock or other securities of the Company, other than the
shares and options and other rights specified on EXHIBIT A. As of the date
hereof, neither Stockholder nor any of its respective properties or assets is
subject to any order, writ, judgment, injunction, decree, determination or award
that would prevent or delay the consummation of the transactions contemplated
hereby.
D. ACCURACY OF REPRESENTATIONS. The representations and
warranties contained in this Stockholders Agreement are accurate in all material
respects as of the date of this Stockholders Agreement, will be accurate in all
material respects at all times through the Expiration Date and will be accurate
in all material respects as of the date of the consummation of the Merger as if
made on that date.
Section 7. FURTHER ASSURANCES. From time to time and without
additional consideration, each Stockholder shall (at such Stockholder's sole
expense) execute and deliver, or cause to be executed and delivered, such
additional transfers, assignments, endorsements, proxies, consents and other
instruments, and shall (at such Stockholder's sole expense) take such further
actions, as Parent may reasonably request for the purpose of carrying out and
furthering the intent of this Stockholders Agreement.
5
Section 8. MISCELLANEOUS.
A. INDEPENDENCE OF OBLIGATIONS. The covenants and obligations of
each Stockholder set forth in this Stockholders Agreement shall be construed as
independent of any other agreement or arrangement between such Stockholder, on
the one hand, and the Company or Parent, on the other. The existence of any
claim or cause of action by a Stockholder against the Company or Parent shall
not constitute a defense to the enforcement of any of such covenants or
obligations against such Stockholder.
B. SPECIFIC PERFORMANCE. Each Stockholder agrees that in the
event of any breach or threatened breach by such Stockholder of any covenant,
obligation or other provision contained in this Stockholders Agreement, Parent
shall be entitled (in addition to any other remedy that may be available to
Parent) to: (i) a decree or order of specific performance or mandamus to enforce
the observance and performance of such covenant, obligation or other provision;
and (ii) an injunction restraining such breach or threatened breach. Each
Stockholder further agrees that neither Parent nor any other person or entity
shall be required to obtain, furnish or post any bond or similar instrument in
connection with or as a condition to obtaining any remedy referred to in this
Section 8(B) and each Stockholder irrevocably waives any right such Stockholder
may have to require the obtaining, furnishing or posting of any such bond or
similar instrument.
C. OTHER AGREEMENTS. Nothing in this Stockholders Agreement shall
limit any of the rights or remedies of Parent under the Merger Agreement, or any
of the rights or remedies of Parent or any of the obligations of each
Stockholder under any agreement between Stockholder and Parent or any
certificate or instrument executed on behalf of a Stockholder in favor of
Parent; and nothing in the Merger Agreement or in any other agreement,
certificate or instrument shall limit any of the rights or remedies of Parent or
any of the obligations of each Stockholder under this Stockholders Agreement.
D. NOTICES. Any notice or other communication required or
permitted to be delivered to a Stockholder or Parent under this Stockholders
Agreement shall be in writing and shall be deemed properly delivered, given and
received when delivered to the address or facsimile telephone number set forth
beneath the name of such party below (or to such other address or facsimile
telephone number as such party shall have specified in a written notice given to
the other party):
If to Parent or Purchaser, to:
SHL TeleMedicine Ltd.
00 Xxxx Xxxx Xx.
Xxx-Xxxx 00000
Xxxxxx
Telephone: (000) 0-000-0000
Telecopier: (000) 0-000-0000
Attention: Xxxx Xxxxx
Xxxxx Xxxxx
6
and with a copy to:
Fulbright & Jaworksi L.L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Xxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to a Stockholder: To the addresses set forth on Exhibit A hereof.
E. SEVERABILITY. If any provision of this Stockholders Agreement
or any part of any such provision is held under any circumstances to be invalid
or unenforceable in any jurisdiction, then (i) such provision or part thereof
shall, with respect to such circumstances and in such jurisdiction, be deemed
amended to conform to applicable laws so as to be valid and enforceable to the
fullest possible extent, (ii) the invalidity or unenforceability of such
provision or part thereof under such circumstances and in such jurisdiction
shall not affect the validity or enforceability of such provision or part
thereof under any other circumstances or in any other jurisdiction, and (iii)
the invalidity or unenforceability of such provision or part thereof shall not
affect the validity or enforceability of the remainder of such provision or the
validity or enforceability of any other provision of this Stockholders
Agreement. Each provision of this Stockholders Agreement is separable from every
other provision of this Stockholders Agreement, and each part of each provision
of this Stockholders Agreement is separable from every other part of such
provision.
F. GOVERNING LAW; JURISDICTION. This Stockholders Agreement is
made under, and shall be construed and enforced in accordance with, the laws of
the State of Delaware applicable to agreements made and to be performed solely
therein, without giving effect to principles of conflicts of law. In any action
between the parties hereto, whether arising out of this Stockholders Agreement
or otherwise: (i) each of the parties irrevocably and unconditionally consents
and submits to the jurisdiction and venue of the Chancery or other Courts of the
State of Delaware; (ii) if any such action is commenced in a state court, then,
subject to applicable law, no party shall object to the removal of such action
to any federal court located in Delaware; (iii) each of the parties irrevocably
waives the right to trial by jury; and (iv) each of the parties irrevocably
consents to service of process by first class certified mail, return receipt
requested, postage prepaid, to the address at which such party is to receive
notice in accordance with Section 8(D).
G. WAIVER. No failure on the part of Parent to exercise any
power, right, privilege or remedy under this Stockholders Agreement, and no
delay on the part of Parent in exercising any power, right, privilege or remedy
under this Stockholders Agreement, shall operate as a waiver of such power,
right, privilege or remedy; and no single or partial exercise of any such power,
right, privilege or remedy shall preclude any other or further exercise thereof
or of any other power, right, privilege or remedy. Parent
7
shall not be deemed to have waived any claim arising out of this Stockholders
Agreement, or any power, right, privilege or remedy under this Stockholders
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of Parent; and any such waiver shall not be applicable or have any effect
except in the specific instance in which it is given.
H. ATTORNEYS' FEES. If any legal action or other legal proceeding
relating to this Stockholders Agreement or the enforcement of any provision of
this Stockholders Agreement is commenced, the prevailing party shall be entitled
to recover reasonable attorneys' fees, costs and disbursements (in addition to
any other relief to which the prevailing party may be entitled).
I. CAPTIONS. The captions contained in this Stockholders
Agreement are for convenience of reference only, shall not be deemed to be a
part of this Stockholders Agreement and shall not be referred to in connection
with the construction or interpretation of this Stockholders Agreement.
J. OFFICERS AND DIRECTORS. Each Stockholder who is a director or
officer of the Company makes no agreement or understanding herein in his or her
capacity as such director or officer, and nothing herein will limit or affect,
or give rise to any liability to such Stockholder by virtue of, any actions
taken by such Stockholder solely in his or her capacity as an officer or
director of the Company in exercising its rights under the Merger Agreement.
K. ENTIRE AGREEMENT. This Stockholders Agreement sets forth the
entire understanding of Parent and such Stockholder relating to the subject
matter hereof and supersedes all other prior agreements and understandings
between Parent and Stockholder relating to the subject matter hereof.
L. ADJUSTMENTS UPON SHARE ISSUANCES, CHANGES IN CAPITALIZATION,
ETC. In the event of any change in Company Common Stock or in the number of
outstanding shares of Company Common Stock by reason of a stock dividend,
split-up, recapitalization, combination, exchange of shares or similar
transaction or any other change in the corporate or capital structure of the
Company (including without limitation the declaration or payment of an
extraordinary dividend of cash, securities or other property), the number of
Subject Securities shall be adjusted appropriately, and this Agreement and the
obligations hereunder shall attach to any additional shares of Company Common
Stock or other securities or rights of the Company issued to or acquired by each
of the Stockholders.
M. NON-EXCLUSIVITY. The rights and remedies of Parent under this
Stockholders Agreement are not exclusive of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative (and not alternative). Without limiting the
generality of the foregoing, the rights and remedies of Parent under this
Stockholders Agreement, and the obligations and liabilities of each Stockholder
under this Stockholders Agreement, are in addition to their respective rights,
remedies, obligations and liabilities under common law requirements and under
all applicable statutes, rules and regulations.
8
N. AMENDMENTS. This Stockholders Agreement may not be amended,
modified, altered or supplemented other than by means of a written instrument
duly executed and delivered on behalf of Parent and the Stockholder affected by
such amendment, modification, alteration or supplement.
O. ASSIGNMENT; BINDING EFFECT. Neither this Stockholders
Agreement nor any of the interests or obligations hereunder may be assigned or
delegated by any Stockholder except in accordance with the provisions of this
Stockholders Agreement, and any attempted or purported assignment or delegation
of any of such interests or obligations not made in compliance with this
Stockholders Agreement shall be void. Subject to the preceding sentence, this
Stockholders Agreement shall be binding upon each Stockholder and each
Stockholder's heirs, estate, executors, personal representatives, successors and
assigns, and shall inure to the benefit of Parent and its successors and
assigns. Without limiting any of the restrictions set forth in Section 2 or
elsewhere in this Stockholders Agreement, this Stockholders Agreement shall be
binding upon any Person to whom any Subject Securities are Transferred prior to
the termination of this Stockholders Agreement
P. EXPENSES. All costs and expenses incurred in connection with
the transactions contemplated by this Stockholders Agreement shall be paid by
the party incurring such costs and expenses.
Q. TERMINATION. This Stockholders Agreement shall automatically
terminate on the Expiration Date; PROVIDED, HOWEVER, that the termination of
this Stockholders Agreement shall not relieve Stockholder from any liability for
any previous breach of this Stockholders Agreement.
R. NO EXERCISE REQUIREMENT. Nothing in this Stockholders
Agreement shall obligate Stockholder to exercise or convert any options or other
rights to acquire shares of Company Common Stock that are Owned by the
Stockholder.
S. COUNTERPARTS. This Stockholders Agreement may be executed by
the parties in separate counterparts, each of which when so executed and
delivered shall be an original, but all of which shall together constitute one
and the same instrument.
T. CONSTRUCTION.
(i) For purposes of this Stockholders Agreement, whenever the context
requires: the singular number shall include the plural, and vice versa; the
masculine gender shall include the feminine and neuter genders; the feminine
gender shall include the masculine and neuter genders; and the neuter gender
shall include masculine and feminine genders.
(ii) The parties agree that any rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not be
applied in the construction or interpretation of this Stockholders Agreement.
(iii) As used in this Stockholders Agreement, the words "include" and
"including," and variations thereof, shall not be deemed to be terms of
limitation, but rather shall be deemed to be followed by the words "without
limitation."
(iv) Except as otherwise indicated, all references in this
Stockholders Agreement to "Sections" and "Exhibits" are intended to refer to
Sections of this Stockholders Agreement and Exhibits to this Stockholders
Agreement.
9
IN WITNESS WHEREOF, Parent and each Stockholder have caused
this Stockholders Agreement to be executed as of the date first written above.
SHL TELEMEDICINE LTD.
By: /s/ XXXX XXXXX
------------------------------------
Name: Xxxx Xxxxx
Title: Co-President
SHL TELEMEDICINE
ACQUISITION CORP.
By: /s/ XXXX XXXXX
------------------------------------
Name: Xxxx Xxxxx
Title: Co-President
STOCKHOLDERS:
/s/ XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx
/s/ XXXXX XXXXXXX
----------------------------------------
Xxxxx Xxxxxxx
/s/ XXXXXX XXX
----------------------------------------
Xxxxxx Xxx
/s/ XXXX X. XXXXXX, XX.
----------------------------------------
Xxxx X. Xxxxxx, Xx.
/s/ XXXX X. XXXXXX
----------------------------------------
Xxxx X. Xxxxxx
/s/ XXXXX XXXXXXX
----------------------------------------
Xxxxx Xxxxxxx
EXHIBIT A
------------------------------------------ ------------------------------ -----------------------
NAME AND ADDRESS SHARES HELD OF RECORD SHARES BENEFICIALLY
OWNED*
------------------------------------------ ------------------------------ -----------------------
Xxxxxxx X. Xxxxx 147,605 288,113
00000 Xxxxxxxx Xxxxx
Xxxxxxxx XX 00000
------------------------------------------ ------------------------------ -----------------------
Xxxx X. Xxxxxx, Xx. 1,333 5,958
00 Xxxxxx Xxxx
Xxxxxxx, XX 00000
------------------------------------------ ------------------------------ -----------------------
Xxxx X. Xxxxxx 3,508 10,341
000 00xx xxxxxx
Xxxxx Xxxxxx, XX 00000
------------------------------------------ ------------------------------ -----------------------
Xxxxxx Xxx 3,333 54,515
00 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
------------------------------------------ ------------------------------ -----------------------
Xxxxx Xxxxxxx 0 36,456
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000-0000
------------------------------------------ ------------------------------ -----------------------
Xxxxx Xxxxxxx 32,231 67,747
00 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000
------------------------------------------ ------------------------------ -----------------------
* INCLUDES SHARES ISSUABLE UPON EXERCISE OF STOCK OPTIONS THAT ARE
CURRENTLY EXERCISABLE OR WILL BE FULLY EXERCISABLE WITHIN 60 DAYS AFTER
DECEMBER 31, 2001.
