Exhibit 2.1
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SEAGATE SOFTWARE, INC.
RESTRUCTURING AND CONTRIBUTION AGREEMENT
APRIL 4, 1996
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TABLE OF CONTENTS
PAGE
----
1. Authorization; Issuance of Stock; Closing................................ 2
2. Contribution of Software Subsidiaries by Seagate and Seagate Peripherals. 3
(a) Contribution of SEMS................................................ 3
(b) Contribution of Palindrome.......................................... 4
(c) Contribution of OnDemand............................................ 4
(d) Contribution of Intellectual Property Subsidiary.................... 5
3. Crystal Restructuring.................................................... 5
4. Conditions to Closing.................................................... 6
(a) Covenants........................................................... 6
(b) Blue Sky............................................................ 6
(c) Option Plan......................................................... 6
(d) Compensation Committee.............................................. 6
(e) Board of Directors.................................................. 6
(f) Officers............................................................ 6
(g) Bylaws.............................................................. 6
(h) Indemnification Agreements.......................................... 6
(i) Board of Stockholder Approval....................................... 6
(j) Subordinated Credit Agreement....................................... 7
5. Investment Representations of Seagate Peripherals........................ 7
6. Miscellaneous............................................................ 7
(a) Governing Law....................................................... 7
(b) Survival............................................................ 7
(c) Successors and Assigns.............................................. 7
(d) Entire Agreement; Amendment......................................... 8
(e) Counterparts........................................................ 8
(f) Severability........................................................ 8
(g) Titles and Subtitles................................................ 8
(h) Benefits of Restructuring Agreement................................. 8
SCHEDULES
Schedule 1 - Corporate Structure and Capitalization of Seagate Before
Restructuring
Schedule 2 - Corporate Structure and Capitalization of Seagate After
Restructuring
-i-
EXHIBITS
Exhibit A - Amended and Restated Certificate of Incorporation
Exhibit B - Form of Assignment
Exhibit C - 1996 Stock Option Plan
Exhibit D - Amended and Restated Bylaws
Exhibit E - Indemnification Agreement
-ii-
RESTRUCTURING AND CONTRIBUTION AGREEMENT
THIS RESTRUCTURING AND CONTRIBUTION AGREEMENT (the "Restructuring
Agreement") is made and entered into as of April 4, 1996, by and among Seagate
Technology, Inc., a Delaware corporation ("Seagate"), Seagate Peripherals, Inc.,
a Delaware corporation and a wholly-owned subsidiary of Seagate ("Seagate
Peripherals"), and Seagate Software, Inc., a Delaware corporation and a wholly-
owned subsidiary of Seagate Peripherals (formerly Arcada Holdings, Inc., a
Delaware corporation) ("Seagate Software").
The following entities are also parties to this Restructuring Agreement for
purposes of Section 3 (Crystal Restructuring) and Section 6 (Miscellaneous)
only: Seagate Technology International Holdings, a Cayman Islands corporation
and an indirect subsidiary of Seagate ("Seagate Holdings Cayman"), and Crystal
Computer Services Inc., a Canadian corporation and a wholly-owned subsidiary of
Seagate Holdings Cayman ("Crystal").
BACKGROUND
A. Seagate (through Seagate Peripherals, its wholly-owned subsidiary)
desires to contribute its software subsidiaries to Seagate Software, in exchange
for shares of Series A Preferred Stock and Common Stock of Seagate Software to
be issued to Seagate Peripherals as described herein.
B. Seagate further desires to cause Seagate Software to establish a stock
option plan with shares of Common Stock of Seagate Software to be reserved for
issuance thereunder to provide employees an opportunity for equity participation
in Seagate Software.
C. Certain of Seagate's software subsidiaries include the following
entities:
(a) Seagate Enterprise Management Software, a California corporation
and a wholly-owned subsidiary of Seagate ("SEMS") (formerly NetLabs Inc.) into
which Network Computing, Inc., Xxxx Computer Systems, Inc. and Creative
Interaction Technologies, Inc. have been merged;
(b) Palindrome Corporation, a Delaware corporation ("Palindrome"), and
a wholly-owned subsidiary of Seagate;
(c) OnDemand Software, Inc., a Florida corporation ("OnDemand"), and a
wholly-owned subsidiary of Seagate; and
(d) Seagate IP, Inc., a Delaware corporation ("Intellectual Property
Subsidiary"), which owns certain intellectual property and is a wholly-owned
subsidiary of Seagate, and which in turn has the following foreign subsidiaries:
Seagate Software S.A., a corporation organized under the laws of France
("Xxxxxxx Xxxxxx") (99.76% owned), Seagate Software Limited, a corporation
organized under the laws of the United Kingdom
("Seagate U.K.") (100% owned), and Seagate Software GmbH, a corporation
organized under the laws of Germany ("Seagate Germany") (100% owned).
D. Seagate Software is a wholly-owned subsidiary of Seagate Peripherals
and in turn owns all of the outstanding capital stock of Seagate Software
Storage Management Group, Inc. ("SSSM") (formerly Arcada Software, Inc.).
E. On or shortly after the date of this Restructuring Agreement, Seagate
wishes to recapitalize Crystal (the "Crystal Restructuring Agreement"), an
offshore subsidiary of Seagate Holdings Cayman, to provide that Seagate Software
will be able to treat Crystal as a subsidiary on a consolidated financial basis
and thus consolidate Crystal's financial statements with the financial
statements of Seagate Software for solely accounting purposes.
F. Immediately prior to the Restructuring (as defined in Section 1(c)
below), the relevant corporate structure of Seagate, Seagate Peripherals and the
software subsidiaries is as reflected on Schedule 1 hereto.
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G. Initially following the date of the Restructuring, the corporate
structure of Seagate, Seagate Peripherals and Seagate Software is intended to be
as reflected on Schedule 2 hereto.
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H. As of the date of this Restructuring Agreement Seagate Peripherals
holds 28,268,500 shares of Series A Preferred Stock (the "Old Series A
Preferred") and 300 shares of Common Stock of Seagate Software. The parties
contemplate that effective upon the Closing (defined in Section 1(c) below),
Seagate Peripherals would own an aggregate of 34,500,000 shares of new Series A
Preferred Stock of Seagate Software (the "New Series A Preferred"), with the
amended and restated terms set forth in the Amended and Restated Certificate of
Incorporation substantially in the form attached as Exhibit A (the "Restated
---------
Certificate"), and 62,500 shares of Common Stock of Seagate Software. The New
Series A Preferred would have a fair market value per share equal to $7.50 as of
the date of this Recapitalization Agreement and the Common Stock would have a
fair market value per share equal to $4.00 as of the date of this
Recapitalization Agreement (such fair market value as determined by the Board of
Directors of Seagate Software in its sole discretion).
NOW, THEREFORE, intending to be legally bound hereby and for consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. Authorization Issuance of Stock Closing.
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(a) In exchange for the contributions and agreements set forth in
Sections 2 and 3 below, the Board of Directors of Seagate Software (the "Board")
has (i) authorized the amendment and restatement of the Certificate of
Incorporation of Seagate Software to, among other things, (A) increase the
number of authorized shares of capital stock of Seagate Software to 80,000,000
shares of Common Stock and 60,000,000 shares of Preferred Stock, including
2
41,700,000 shares of Series A Preferred Stock and 18,300,000 shares of Preferred
Stock available for future designation by the Board, (B) amend and restate the
terms of the Series A Preferred Stock outstanding as of the date of this
Restructuring Agreement to read as set forth in the Restated Certificate and
(C) eliminate the currently authorized Series B Preferred Stock (none of which
is outstanding) and (ii) authorized the issuance of the shares described in
Section 1(b) below.
(b) Effective upon the Closing, Seagate Software shall (i) cause the
Restated Certificate to be filed with the Delaware Secretary of State's Office,
with the effect, among other things, that the terms of the Old Series A
Preferred shall be amended to be the New Series A Preferred, and (ii) issue to
Seagate Peripherals an additional 6,231,500 shares of New Series A Preferred and
62,200 shares of Common Stock of Seagate Software, such that immediately
following the Closing, Seagate Peripherals shall hold an aggregate of 34,500,000
shares of New Series A Preferred and 62,500 shares of Common Stock, representing
all of the outstanding capital stock of Seagate Software (such shares in the
aggregate are referred to as the "Shares").
(c) The closing (the "Closing") of the transactions contemplated
hereby shall be held at the offices of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, 000
Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx on April 4, 1996, subject to satisfaction
or waiver of the conditions to closing set forth in Section 3 below. At the
Closing, Seagate Software will deliver to Seagate Peripherals certificates
representing the shares referred to in Section 1(b) above. The transactions
contemplated by this Restructuring Agreement are collectively referred to as the
"Restructuring."
2. Contribution of Software Subsidiaries by Seagate and Seagate
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Peripherals. Effective upon the Closing, Seagate and Seagate Peripherals shall
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make the contributions described below.
(a) Contribution of SEMS.
--------------------
(i) Seagate will contribute capital consisting of 4,000 shares
of Common Stock of SEMS representing all of the outstanding shares of SEMS (the
"SEMS Shares"), a wholly-owned subsidiary of Seagate, to Seagate Peripherals.
Seagate shall submit to the transfer agent of SEMS the certificate representing
the SEMS Shares, together with a properly executed form of assignment in
substantially the form attached as Exhibit B (the "Assignment Form"). SEMS
---------
shall cause its transfer agent to cancel such certificate to issue a new
certificate evidencing the SEMS Shares issued in the name of Seagate
Peripherals.
(ii) Seagate Peripherals will contribute capital consisting of
the SEMS Shares to Seagate Software. Seagate Peripherals shall submit the
certificate representing the SEMS Shares to the transfer agent of SEMS, together
with a properly executed Assignment Form. SEMS shall cause its transfer agent
to cancel such certificate and to issue a new certificate representing the SEMS
Shares in the name of Seagate Software.
3
(b) Contribution of Palindrome.
--------------------------
(i) Seagate will contribute capital consisting of 1,000 shares
of Common Stock of Palindrome representing all of the outstanding capital stock
of Palindrome (the "Palindrome Shares") to Seagate Peripherals. Seagate shall
deliver the certificate representing the Palindrome Shares to the transfer agent
of Palindrome together with a properly executed Assignment Form. Palindrome
shall cause its transfer agent to cancel such certificate and to issue a new
certificate evidencing the Palindrome Shares issued in the name of Seagate
Peripherals.
(ii) Seagate Peripherals will contribute capital consisting of
the Palindrome Shares to Seagate Software. Seagate Peripherals shall deliver
the certificate representing the Palindrome Shares to the transfer agent of
Palindrome, together with a properly executed Assignment Form. Palindrome shall
cause its transfer agent to cancel such certificate and to issue a new
certificate representing the Palindrome Shares in the name of Seagate Software.
(iii) In connection with the corporate restructuring of Seagate
Software (as set forth on Schedule 2), Seagate Software will contribute capital
consisting of the Palindrome Shares to SSSM. Seagate Software shall deliver to
the transfer agent of Palindrome the certificate representing the Palindrome
Shares, together with a properly executed Assignment Form. Palindrome shall
cause its transfer agent to cancel such certificate and to issue a new
certificate evidencing the Palindrome Shares issued in the name of SSSM.
(c) Contribution of OnDemand.
------------------------
(i) Seagate will contribute capital consisting of 1,000 shares
of Common Stock of OnDemand representing all of the outstanding capital stock of
OnDemand (the "OnDemand Shares"), a wholly-owned subsidiary of Seagate, to
Seagate Peripherals. Seagate shall deliver the certificate representing the
OnDemand Shares to the transfer agent of OnDemand, together with a properly
executed Assignment Form. OnDemand shall cause its transfer agent to cancel
such certificate and to issue a new certificate and to issue a new certificate
evidencing the OnDemand Shares issued in the name of Seagate Peripherals.
(ii) Seagate Peripherals will contribute capital consisting of
the OnDemand Shares to Seagate Software. Seagate Peripherals shall deliver the
certificate representing the OnDemand Shares to the transfer agent of OnDemand,
together with a properly executed Assignment Form. OnDemand shall cause its
transfer agent to cancel such certificate and to issue a new certificate
representing OnDemand Shares in the name of Seagate Software.
(iii) In connection with the corporate restructuring of Seagate
Software (as set forth on Schedule 2), Seagate Software will contribute capital
consisting of the OnDemand Shares to SEMS. Seagate Software shall deliver the
certificate representing the OnDemand Shares to the transfer agent of OnDemand,
together with a properly executed Assignment Form.
4
OnDemand shall cause its transfer agent to cancel such certificate and to issue
a new certificate representing the OnDemand Shares in the name of SEMS.
(iv) After the date of this Restructuring Agreement. OnDemand
shall be merged with and into SEMS and the separate corporate existence of
OnDemand shall cease.
(d) Contribution of Intellectual Property Subsidiary
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(i) Seagate will contribute capital consisting of 1,000 shares
of Commons Stock of Intellectual Property Subsidiary representing all of the
outstanding capital stock of Intellectual Property Subsidiary (the "IP Shares")
to Seagate Peripherals. Seagate shall deliver the certificate representing the
IP Shares to the transfer agent of Intellectual Property Subsidiary, together
with a properly executed Assignment Form. Intellectual Property Subsidiary
shall cause its transfer agent to cancel such certificate and to issue a new
certificate evidencing the IP Shares issued in the name of Seagate Peripherals.
(ii) Seagate Peripherals will contribute capital consisting of
the IP Shares to Seagate Software. Seagate Peripherals shall deliver the
certificate representing the IP Shares to the transfer agent of Intellectual
Property Subsidiary, together with a properly executed Assignment Form.
Intellectual Property Subsidiary shall cause its transfer agent to cancel such
certificate and to issue a new certificate representing the IP Shares in the
name of Seagate Software.
(iii) Promptly after the date of this Restructuring Agreement,
Intellectual Property Subsidiary shall be merged with and into Seagate Software
(the "IP Merger") and the separate corporate existence of Intellectual Property
Subsidiary shall cease. Upon effectiveness of the IP Merger, Seagate France,
Seagate U.K. and Seagate Germany will become wholly-owned subsidiaries of
Seagate Software.
3. Crystal Restructuring.
---------------------
(a) Following the date of this Restructuring Agreement, Seagate,
Seagate Holdings Cayman, Crystal and Seagate Software will enter into the
Crystal Restructuring Agreement pursuant to which, among other things, the
capitalization structure of Crystal will be restructured such that (i) Seagate
Holdings Cayman will receive shares of non-voting Common Stock of Crystal,
exchangeable, at the option of Seagate Holdings Cayman, into 7,200,000 shares of
Series A Preferred Stock of Seagate Software (valued at a price of $7.50 per
share of Series A Preferred Stock of Seagate Software, for an aggregate value of
$54 million), and (ii) Seagate Software will receive shares of voting Common
Stock of Crystal (the "Crystal Restructuring").
(b) As a result of the of Crystal Restructuring, Crystal will be
treated as a subsidiary of Seagate Software and Seagate Software will be able to
consolidate Crystal's financial statements with its own financial statements for
accounting purposes only.
5
4. Conditions to Closing. The obligations of the parties under this
---------------------
Restructuring Agreement are subject to the fulfillment or waiver of the
following conditions:
(a) Covenants. All covenants, agreements and conditions contained in
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this Restructuring Agreement to be performed by the parties on or prior to the
Closing shall have been performed or complied with in all material respects.
(b) Blue Sky. Seagate Software shall have obtained all necessary blue
--------
Sky law permits and qualifications, or have the availability of exemptions
therefrom, required by any state for the offer and exchange of the Shares.
(c) Option Plan. The Board of Directors of Seagate Software shall have
-----------
approved the implementation of the 1996 Stock Option Plan for the employees of
Seagate Software substantially in the form attached as Exhibit C (the "Stock
---------
Option Plan"). Seagate Software shall have reserved 10 million shares of Common
Stock of Seagate Software for issuance upon exercise of stock options to be
granted under the Stock Option Plan.
(d) Compensation Committee. The Board of Directors of Seagate
----------------------
Software shall have approved the formation of a Compensation Committee
consisting of Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx and Xxxx
Xxxxxx.
(e) Board of Directors. The Board of Directors of Seagate Software
------------------
as of the Closing will consist of Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X.
Xxxxx, Xxxx Xxxxxx and Xxxxxxxx Xxxxxxx.
(f) Officers. The offers of Seagate Software as of the Closing will
--------
be as follows:
Xxxx X. Xxxxxxx, President
Xxxxxx X. Xxxxx. Vice President, Treasurer and Secretary
Xxxxxxx X. Xxxxx, Vice President and Assistant Secretary
Xxxxx Xxxxxxxxxxx, Vice President and Assistant Treasurer
(g) Bylaws. The Board of Directors and sole stockholder of Seagate
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Software shall have approved the Amended and Restated Bylaws of Seagate
Software, Inc, substantially in the form attached as Exhibit D.
---------
(h) Indemnification Agreements. The officers of Seagate Software
--------------------------
shall have executed Indemnification Agreements substantially in the form
attached as Exhibit E.
---------
(i) Board and Stockholder Approval. Each of the parties to this
------------------------------
Restructuring Agreement shall have obtained all necessary consents and approvals
by its respective Board of Directors or stockholders, if any, necessary to
perform the transactions contemplated by this Restructuring Agreement.
6
(j) Subordinated Credit Agreement. The obligations of Seagate
-----------------------------
Software and Seagate Peripherals under the Subordinated Credit Agreement (the
"Subordinated Credit Agreement"), dated January 5, 1994, among SSSM, as
Borrower, Seagate Software, as Guarantor and Seagate Peripherals, as Lender,
shall have been terminated as of the Closing.
5. Investment Representations of Seagate Peripherals. Seagate Peripherals
-------------------------------------------------
represents and warrants to Seagate Software as follows:
(a) Seagate Peripherals is acquiring the Shares in the Restructuring
for investment for its own account only and not with a view to, or for resale in
connection with, any "distribution" thereof within the meaning of the Securities
Act of 1933, as amended (the "Securities Act").
(b) Seagate Peripherals acknowledges and understands that the Shares
constitute "restricted securities" under the Securities Act and have not been
registered under the Securities Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of Seagate Peripheral's investment intent as expressed herein.
(c) The certificates evidencing the Shares will be imprinted with the
following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OF OR, IN THE OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
(d) Seagate Peripherals acknowledge that there are no Warrants for
Series B Preferred Stock of Seagate Software outstanding pursuant to the
terminated Subordinated Credit Agreement and relinquishes any rights to such
Warrants.
6. Miscellaneous.
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(a) Governing Law. This Restructuring Agreement shall be governed
-------------
in all respects by the internal laws of the State of Delaware.
(b) Survival. The representations, warranties, covenants and
--------
agreements made herein shall survive any investigation made by any of the
parties hereto and the closing of the transactions contemplated hereby.
(c) Successors and Assigns. Except as otherwise provided herein, the
----------------------
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
7
(d) Entire Agreement Amendment. This Restructuring Agreement and the other
--------------------------
documents delivered pursuant hereto at the Closing constitute the full and
entire understanding and agreement between the parties with regard to the
subjects hereof and thereof, and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein or therein. Except as expressly provided herein,
neither this Restructuring Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party
against whom enforcement of any such amendment, waiver, discharge or termination
is sought.
(e) Counterparts. This Restructuring Agreement may be executed in any
------------
number of counterparts, each of which shall be enforceable against the parties
actually executing such counterparts, and all of which together shall constitute
one instrument.
(f) Severability. In the event that any provision of this Restructuring
------------
Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Restructuring Agreement shall continue in
full force and effect without said provision, provided that no such severability
shall be effective if it materially changes the economic benefit of this
Restructuring Agreement to any party.
(g) Titles and Subtitles. The titles and subtitles used in this
--------------------
Restructuring Agreement are used for convenience only and are not considered in
construing or interpreting this Restructuring Agreement.
(h) Benefits of Restructuring Agreement. Nothing in this Restructuring
-----------------------------------
Agreement, express or implied, shall give to any person, other than the parties
hereto and their successors hereunder any benefit or any legal or equitable
right, remedy or claim under this Restructuring Agreement.
8
IN WITNESS WHEREOF, the parties have executed this Restructuring Agreement
as of the date first written above.
SEAGATE TECHNOLOGY, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
Title: President
SEAGATE PERIPHERALS, INC. SEAGATE SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- -----------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Title: President Title: Vice President
SEAGATE TECHNOLOGY INTER-
NATIONAL HOLDINGS (CAYMAN)* CRYSTAL COMPUTER SERVICES INC.*
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------- -----------------------------
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Title: President Title: Vice President
* Signatories for purposes of Section 3 (Crystal Restructuring) and Section 6
(miscellaneous) only.
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SCHEDULE 1
CORPORATE STRUCTURE BEFORE RESTRUCTURING
--------------------
Seagate
Technology,
Inc.
---------------------
---------------------------------------------------------------------------------------------------------------
Seagate Seagate Seagate
OnDemand Palindrome SEMS Technology Peripherals, IP,
Software, Inc. Corporation International Inc. Inc.
(Cayman)
-------------- ------------ ---- -------------- ------------ -------
--------------- ----------
Seagate Seagate
Technology Software,
International Inc.
Holdings (formerly
(Cayman) Arcada
Holdings,
Inc.)
--------------- ----------
------- -------- --------
Seagate Seagate Seagate
Software Software Software
S.A. Limited GmbH
(France) (U.K.) (Germany)
------- -------- --------
--------------- ----------
Crystal Seagate
Computer Software
Services Storage
Inc. Management
(formerly
Arcada
Software)
--------------- ----------
CURRENT CAPITALIZATION
OnDemand Software, Inc.
-----------------------
Authorized: 1,000 shares of common stock, $0.01 par value
Outstanding: 1,000 shares issued to Seagate Technology, Inc.
Palindrome Corporation
----------------------
Authorized: 1,000 shares of common stock, $0.0001 par value
Outstanding: 1,000 shares issued to Seagate Technology, Inc.
Seagate Enterprise Management Systems (consists of: NetLabs, Inc., Network
-------------------------------------
Computing, Inc., Xxxx Computer Systems, Inc. and Creative Interaction
Technologies, Inc.)
Authorized: 10,000 shares of common stock, no par value
Outstanding: 4,000 shares issued to Seagate Technology, Inc.
Seagate Peripherals, Inc.
-------------------------
Authorized: 1,000 shares of common stock, $0.001 par value
Outstanding: 100 shares issued to Seagate Technology, Inc.
Seagate Software, Inc. (formerly Arcada Holdings, Inc.)
----------------------
Authorized: 200,000,000 shares consisting of-
120,000,000 shares of common stock, $0.001 par value
40,000,000 shares of Series A preferred stock,
$0.001 par value
40,000,000 shares of Series B preferred stock,
$0.001 par value
Outstanding: 300 shares of common stock issued to Seagate Peripherals, Inc.
28,268,500 shares of Series A preferred stock issued to Seagate
Peripherals, Inc.
Seagate Software Storage Management Group, Inc. (formerly Arcada Software)
-----------------------------------------------
Authorized: 1,000 shares of common stock, $1.00 par value
Outstanding: 736 shares issued to Arcada Holdings, Inc. (not certificated)
Seagate IP, Inc.
----------------
Authorized: 1,000 shares of common stock, $0.01 par value
Outstanding: 1,000 shares issued to Seagate Technology, Inc.
Seagate Software S.A. (France)
------------------------------
Authorized: 2,500 shares of common stock, 100 FRF par value
Outstanding: 2,500 shares issued consisting of -
1 share issued to Xxxx-Xxxxxx Xxxxxx
1 share issued to Xxxxxxx X. Xxxxx
1 share issued to Xxxxxxx X. Xxxxxxxxx
1 share issued to Xxxx X. Xxxxxxx
1 share issued to Xxxx Xxxxx
1 share issued to Xxxxxx X. Xxxxx
2,494 shares issued to Seagate Software, Inc.
Seagate Software Limited (U.K.)
-------------------------------
Authorized: 1,000 shares of ordinary stock, GB 1.00 par value
Outstanding: 100 shares issued to Seagate Software, Inc.
Seagate Software GmbH (Germany)
-------------------------------
Authorized: 50,000 shares of capital stock, no par value
Outstanding: 50,000 shares issued to Seagate Software, Inc.
SCHEDULE 2
CORPORATE STRUCTURE AFTER RESTRUCTURING
-----------
Seagate
Technology,
Inc.
-----------
-------------- -------------------
Seagate Seagate
Technology Peripherals, Inc.
International
(Cayman)
------------- -------------------
--------------- -------------------
Seagate Seagate Software,
Technology Inc. (formerly
International Arcada Holdings)
Holdings (Cayman)
---------------- -------------------
non- voting stock
voting
stock*
---------- ------ -------------- ------------- ------------ ------------
Seagate
Crystal Computer SEMS Software Seagate Seagate Seagate
Services Storage Software Software Software
Inc. Management S.A. Limited GmbH
(formerly (France) (U.K.) (Germany)
Arcada **** **** ****
Software)
---------- ------ -------------- ------------- ------------ ------------
------------------ -------------
OnDemand Palindrome
Software, Inc.*** Corporation**
------------------ -------------
*Exchangeable for shares of Seagate Software, Inc.
**May be merged into Seagate Software Storage Management.
***May be merged into SEMS.
****Currently a subsidiary of Seagate IP, Inc. (Seagate IP, Inc. will be merged
into Seagate Software, Inc. promptly after the closing of this
restructuring).
PROPOSED CAPITALIZATION
Seagate Peripherals, Inc.
-------------------------
Authorized: 1,000 shares of common stock, $0.001 par value
Outstanding: 100 shares issued to Seagate Technology, Inc.
Seagate Software, Inc. (formerly Arcada Holdings, Inc.)
----------------------
Authorized: 140,000,000 shares consisting of-
80,000,000 shares of common stock, $0.001 par value
60,000,000 shares of preferred stock, $0.001 par value
41,700,000 shares of Series A preferred stock
18,300,000 shares of undesignated preferred stock
Outstanding: 62,500 shares of common stock issued to Seagate Peripherals, Inc.
34,500,000 shares of Series A preferred stock issued to Seagate
Peripherals, Inc.
Seagate Enterprise Management Systems (consists of: NetLabs, Inc., Network
-------------------------------------
Computing, Inc., Xxxx Computer Systems, Inc. and Creative Interaction
Technologies, Inc.)
Authorized: 10,000 shares of common stock, no par value
Outstanding: 4,000 shares issued to Seagate Software, Inc.
OnDemand Software, Inc.
-----------------------
Authorized: 1,000 shares of common stock, $0.01 par value
Outstanding: 1,000 shares issued to Seagate Enterprise Management Systems
Seagate Software Storage Management Group, Inc. (formerly Arcada Software)
-----------------------------------------------
Authorized: 1,000 shares of common stock, $1.00 par value
Outstanding: 736 shares issued to Seagate Software, Inc.
Palindrome Corporation
----------------------
Authorized: 1,000 shares of common stock, $0.0001 par value
Outstanding: 1,000 shares issued to Seagate Software Storage Management Group,
Inc.
Seagate Software S.A. (France)
------------------------------
Authorized: 2,500 shares of common stock, 100 FRF par value
Outstanding: 2,500 shares issued consisting of -
1 share issued to Xxxx-Xxxxxx Xxxxxx
1 share issued to Xxxxxxx X. Xxxxx
1 share issued to Xxxxxxx X. Xxxxxxxxx
1 share issued to Xxxx X. Xxxxxxx
1 share issued to Xxxx Xxxxx
1 share issued to Xxxxxx X. Xxxxx
2,494 shares issued to Seagate Software, Inc.
Seagate Software Limited (U.K.)
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Authorized: 1,000 shares of ordinary stock, GB 1.00 par value
Outstanding: 100 shares issued to Seagate Software, Inc.
Seagate Software GmbH (Germany)
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Authorized: 50,000 shares of capital stock, no par value
Outstanding: 50,000 shares issued to Seagate Software, Inc.
