UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
SCANSOFT, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
80603P107
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(CUSIP Number)
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
April 8, 2004
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(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: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 80603P107
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus Private Equity VIII, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 18,441,572 (see Items 4 and 5)
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
18,441,572 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,441,572 (see Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (see Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP NO. 80603P107
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus & Co.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 18,441,572 (see Items 4 and 5)
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
18,441,572 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,441,572 (see Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (see Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP NO. 80603P107
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 18,441,572 (see Items 4 and 5)
OWNED BY EACH -----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
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10 SHARED DISPOSITIVE POWER
18,441,572 (see Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,441,572 (see Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6% (see Item 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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This Schedule 13D is being filed on behalf of Warburg Pincus Private Equity
VIII, L.P., a Delaware limited partnership ("WP VIII"), Warburg Pincus LLC, a
New York limited liability company ("WP LLC"), and Warburg Pincus & Co., a New
York general partnership ("WP" and, together with WP VIII and WP LLC, the
"Reporting Persons"). The holdings of the Reporting Persons reported in this
Schedule 13D include the holdings of Warburg Pincus Netherlands Private Equity
VIII I C.V. ("WPNPE I"), Warburg Pincus Netherlands Private Equity VIII II C.V.
("WPNPE II") and Warburg Pincus Germany Private Equity VIII K.G. ("WPGPE" and,
together with WP VIII, WPNPE I and WPNPE II, the "Investors"). WP, WP LLC and
the Investors are referred to in this Schedule 13D as the "Group Members".
The Group Members are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement
among the Group Members to file jointly (the "Joint Filing Agreement") is
attached hereto as Exhibit 1. Unless the context otherwise requires, references
herein to the "Common Stock" are to shares of common stock, par value $0.001 per
share, of ScanSoft, Inc., a Delaware corporation formerly known as Visioneer,
Inc. (the "Company"). Each Group Member disclaims beneficial ownership of all
shares of Common Stock, other than those reported herein as being owned by it.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, and is being
filed pursuant to Rule 13d-1 under the Exchange Act. The address of the
principal executive offices of the Company is 9 Centennial Drive, Peabody,
Massachusetts 01960.
Item 2. Identity and Background.
(a) This statement is filed by the Group Members. The Group Members may be
deemed to be a group within the meaning of Rule 13d-5. The sole general partner
of each Investor is WP. WP LLC manages each Investor. The general partners of WP
and the members of WP LLC, and their respective business addresses and principal
occupations, are set forth on Schedule I hereto.
(b) The address of the principal business and principal office of each of
the Group Members is c/o Warburg Pincus LLC, 466 Lexington Avenue, New York, New
York 10017.
(c) The principal business of each Investor is that of making private
equity and related investments. The principal business of WP is acting as the
general partner of each of the Investors and certain other private equity funds.
The principal business of WP LLC is acting as manager of each of the Investors
and certain other private equity funds.
(d) None of the Group Members, nor, to the best of their knowledge, any of
the directors, executive officers, control persons, general partners or members
referred to in paragraph (a) above has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Group Members, nor, to the best of their knowledge, any of
the directors, executive officers, control persons, general partners or members
referred to in paragraphs (a) and (d) above has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of WPNPE I and WPNPE II is organized under the laws of the
Netherlands. WPGPE is organized under the laws of Germany. Except as otherwise
indicated above or on Schedule I hereto, each of the individuals referred to in
paragraphs (a) and (d) above is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by each Investor to purchase the securities
of the Company as described herein was furnished from the working capital of
such Investor. The total amount of funds used by the Investors to purchase the
securities of the Company as described herein was $80,012,163.48.
Item 4. Purpose of Transaction.
Pursuant to a Securities Purchase Agreement, dated March 19, 2004 (the
"Purchase Agreement"), by and among Xerox Imaging Systems, Inc. ("Xerox"), the
Investors and, for the purposes of certain provisions thereof, the Company, the
Investors agreed to acquire from Xerox 11,853,602 shares of Common Stock,
3,562,238 shares of Series B Preferred Stock, par value $0.001 per share (the
"Series B Preferred Stock"), of the Company and a Common Stock Purchase Warrant,
dated March 2, 1999 (the "Adjustable Warrant"), issued by the Company to Xerox.
The aggregate purchase price for the Common Stock, the Series B Preferred Stock
and the Adjustable Warrant was $79,387,163.48.
The Investors currently hold all of the issued and outstanding shares of
Series B Preferred Stock. Subject to certain conditions contained in the Amended
and Restated Certificate of Incorporation of the Company (the "Charter"), the
Series B Preferred Stock
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is convertible by the Investors at any time into shares of Common Stock. The
current conversion rate of the Series B Preferred Stock into Common Stock is
one-for-one. However, such conversion rate is subject to adjustment pursuant to
certain anti-dilution provisions set forth in the Charter.
Under the Charter, the holders of Series B Preferred Stock are not be
entitled to vote on any matters except as expressly provided in Section
242(b)(2) of the Delaware General Corporation Law. In such event, the holder of
each share of Series B Preferred Stock will have the right to one vote for each
share of Common Stock into which such Series B Preferred Stock could then be
converted. In all cases any fractional share, determined on an aggregate
as-converted basis, will be rounded to the nearest whole share (with one-half
being rounded upward). The foregoing description of the Series B Preferred Stock
is qualified in its entirety by reference to the applicable provisions of the
Charter, as filed with the Securities and Exchange Commission (the "Commission")
on May 11, 2001 as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 2001, which applicable Charter provisions
are incorporated by reference in this Schedule 13D.
The Adjustable Warrant allows the Investors to acquire a number of shares
of Common Stock equal to the number of shares of Common Stock for which certain
options are, from time to time, no longer exercisable. For this purpose, these
options are the stock options (whether vested or unvested) of ScanSoft, Inc. (as
the merger counter-party of the Company) assumed by the Company pursuant to the
merger of ScanSoft, Inc. with and into the Company (in which merger the Company
was the surviving corporation and changed its name to ScanSoft, Inc.). According
to the Company's Annual Report on
-4-
Form 10-K for the fiscal year ended December 31, 2003, filed with the Commission
on March 15, 2004 (the "Form 10-K"), the Adjustable Warrant is currently
exercisable for 525,732 shares of Common Stock at an exercise price of $0.61 per
share. As described in the Form 10-K, if all of the stock options assumed by the
Company in the merger were to expire without being exercised, the Investors
would be entitled to purchase, in the aggregate, up to 1,736,630 shares of
Common Stock under the Adjustable Warrant. The Adjustable Warrant expires, and
will no longer be exercisable, on March 2, 2009. The foregoing description of
the Adjustable Warrant is qualified in its entirety by reference to the form of
the Adjustable Warrant attached as Exhibit C to Annex A to the Company's
Registration Statement on Form S-4, filed with the Commission on January 14,
1999 (the "Form S-4"), which form of the Adjustable Warrant is incorporated in
this Schedule 13D.
Pursuant to a series of four Warrants to Purchase Common Stock, each dated
as of March 15, 2004 (the "March 15 Warrants"), numbers W-16, W-17, W-18 and
W-19, issued by the Company to the Investors, the Investors may purchase, in the
aggregate, up to 2,500,000 shares of Common Stock at an exercise price of $4.94
per share. The aggregate purchase price for the March 15 Warrants was $625,000.
Each of the March 15 Warrants expires upon the earlier to occur of April 8, 2010
or a "Change of Control" of the Company (as defined in the March 15 Warrants).
Pursuant to a Stockholders Agreement, dated as of March 19, 2004 (the
"Stockholders Agreement"), by and between the Company and the Investors, among
other things, the holders of a majority in interest of the Common Stock held by
the Investors are entitled to designate one director (the "Warburg Pincus
Designee") to the Company's Board of Directors (subject to certain conditions).
Under the Stockholders
-5-
Agreement, any time that a Warburg Pincus Designee is entitled to serve as a
director of the Company, the Company is obligated to take such actions as may be
necessary to cause such Warburg Pincus Designee to be appointed or elected to
its Board of Directors.
Neither the Series B Preferred Stock, the Adjustable Warrant, the March 15
Warrants nor the shares of Common Stock issuable upon the conversion or exercise
(as applicable) thereof are registered under the Securities Act of 1933, as
amended (the "Securities Act"). Accordingly, under the Stockholders Agreement,
subject to certain conditions, the Investors have the right to cause the Company
to effect a registration under the Securities Act with respect to any such
shares of Common Stock, as well as certain other shares of Common Stock that
they may then hold.
The foregoing descriptions of the Purchase Agreement, the March 15 Warrants
and the Stockholders Agreement are qualified in their entirety by reference to
the Purchase Agreement, the March 15 Warrants and the Stockholders Agreement,
which are incorporated in this Schedule 13D by reference to Exhibits 2, 3, and
4, respectively, to this Schedule 13D.
The acquisition by the Investors of beneficial ownership of the securities
as described herein was effected because of the Reporting Persons' belief that
the Company represents an attractive investment based on the Company's business
prospects and strategy. Depending on prevailing market, economic and other
conditions, the Reporting Persons may from time to time acquire additional
securities of the Company, engage in discussions with the Company concerning
further acquisitions of securities of the Company or otherwise invest in the
Company or one or more of its subsidiaries. The Reporting Persons intend to
review their investment in the Company on a continuing
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basis and, depending upon the price and availability of the Company's
securities, subsequent developments concerning the Company, the Company's
business and prospects, other investment and business opportunities available to
the Reporting Persons, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time to
increase or decrease the size of their investment in the Company or to sell any
or all of the securities of the Company that they hold.
Except as set forth above in this Item 4, none of the Reporting Persons
nor, to the best of their knowledge, any person listed in Schedule I to this
Schedule 13D, has any plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board of Directors; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material change
in the Company's business or corporate structure; (g) changes in the Company's
Charter, By-laws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person; (h) causing a
class of securities of the Company to be de-listed from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
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securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to
any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Due to their respective relationships with the Investors and each
other, as of April 8, 2004, each of the Reporting Persons may be deemed to
beneficially own, in the aggregate, 11,853,602 shares of Common Stock by virtue
of the Investors' ownership of such shares as of such date. As of April 8, 2004,
the Reporting Persons may also be deemed to own additional shares of Common
Stock by virtue of the Investors' ownership of the Series B Preferred Stock, the
Adjustable Warrant and the March 15 Warrants (collectively, the "Convertible
Securities"). Assuming the full exercise and conversion of the Convertible
Securities (accounting only for the 525,732 shares of Common Stock that are
presently exercisable under the Adjustable Warrant, according to the Form 10-K),
the Reporting Persons are deemed to beneficially own 18,441,572 shares of Common
Stock, representing approximately 16.6% of the outstanding class of Common
Stock, based on a total of 111,021,112 shares of Common Stock outstanding, which
is comprised of: (i) 104,433,142 shares of Common Stock outstanding as of March
1, 2004, as represented by the Company in the Form 10-K, (ii) the 3,562,238
shares of Common Stock issuable upon the conversion of the 3,562,238 shares of
Series B Preferred Stock acquired by the Investors, as reported herein, (iii)
the 525,732 shares of Common Stock presently issuable upon the exercise of the
Adjustable Warrant, as reported herein, and (iv) the 2,500,000 shares of Common
Stock issuable upon the exercise of the March 15 Warrants, as reported herein.
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(b) Each of the Investors shares the power to vote or to direct the vote
and to dispose or to direct the disposition of the 18,441,572 shares of Common
Stock it may be deemed to beneficially own as of April 8, 2004. Each of WP and
WP LLC shares with the Investors the power to vote or to direct the vote and to
dispose or to direct the disposition of the 18,441,572 shares of Common Stock it
may be deemed to beneficially own as of April 8, 2004.
(c) Except for the transactions described in Items 3 and 4 above and this
Item 5, other than the grant on April 8, 2004 by the Company to William Janeway,
a partner of WP and a Vice Chairman of WP LLC, of options to purchase up to
50,000 shares of Common Stock in connection with his appointment to the
Company's Board of Directors (as the initial Warburg Pincus Designee), during
the last sixty days there were no transactions with respect to the Common Stock
effected by the Reporting Persons or by any of the persons set forth on Schedule
I to this Schedule 13D.
(d) Except as set forth in this Item 5, no person other than each
respective record owner of securities referred to herein is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities discussed herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Group
Members have entered into an agreement, attached hereto as Exhibit 1, with
respect to the joint filing of this statement and any amendment or amendments
hereto.
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Pursuant to the Purchase Agreement, the Investors agreed to acquire from
Xerox 11,853,602 shares of Common Stock, 3,562,238 shares of Series B Preferred
Stock and the Adjustable Warrant for an aggregate purchase price of
$79,387,163.48. The Company made certain representations and warranties and has
agreed to perform certain covenants under the Purchase Agreement. The foregoing
summary is qualified in its entirety by reference to the Purchase Agreement, a
copy of which is filed as Exhibit 2 to this Schedule 13D and incorporated in
this Schedule 13D by reference.
Under the Adjustable Warrant, the Investors are allowed to acquire a number
of shares of Common Stock equal to the number of shares of Common Stock for
which certain options are, from time to time, no longer exercisable. For this
purpose, these options are the stock options (whether vested or unvested)
assumed by the Company pursuant to the merger (as described above). According to
the Form 10-K the Adjustable Warrant is currently exercisable for 525,732 shares
of Common Stock at an exercise price of $0.61 per share, and if all of the
assumed stock options were to expire without being exercised, the Investors
would be entitled to purchase, in the aggregate, up to 1,736,630 shares of
Common Stock under the Adjustable Warrant. The Adjustable Warrant expires, and
will no longer be exercisable, on March 2, 2009. The foregoing description of
the Adjustable Warrant is qualified in its entirety by reference to the form of
the Adjustable Warrant attached as Exhibit C to Annex A to the Form S-4, which
form of the Adjustable Warrant is incorporated in this Schedule 13D by
reference.
Under the March 15 Warrants, the Investors may purchase, in the aggregate,
up to 2,500,000 shares of Common Stock at an exercise price of $4.94 per share.
The aggregate purchase price for the March 15 Warrants was $625,000. Each of the
March
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15 Warrants expires upon the earlier to occur of April 8, 2010 or a "Change of
Control" of the Company (as defined in the March 15 Warrants). The foregoing
summary is qualified in its entirety by reference to the March 15 Warrants,
copies of which are filed as Exhibit 3 to this Schedule 13D and incorporated in
this Schedule 13D by reference.
Pursuant to the Stockholders Agreement, among other things, the holders of
a majority in interest of the Common Stock held by the Investors are entitled to
nominate the Warburg Pincus Designee to the Company's Board of Directors
(subject to certain conditions). In addition, any time that a Warburg Pincus
Designee is entitled to serve as a director of the Company, the Company is
obligated to take such actions as may be necessary to cause such Warburg Pincus
Designee to be appointed or elected to its Board of Directors. The Stockholders
Agreement also grants the Investors the right (subject to certain conditions) to
cause the Company to effect a registration under the Securities Act with respect
to any shares of Common Stock issuable upon the exercise or conversion of the
Convertible Securities, as well as certain other shares of Common Stock that
they may then hold. The foregoing summary is qualified in its entirety by
reference to the Stockholders Agreement, a copy of which is filed as Exhibit 4
to this Schedule 13D and incorporated in this Schedule 13D by reference.
The assignment of the Adjustable Warrant by Xerox to the Investors is
evidenced by a Warrant Assignment Agreement, dated as of April 8, 2004 (the
"Warrant Assignment Agreement"), by and among Xerox, the Investors and, for the
purposes of certain provisions thereof, the Company. In addition to
acknowledging and agreeing to the effectiveness of such assignment of the
Adjustable Warrant to the Investors, the Company agreed to perform certain
covenants under the Warrant Assignment Agreement. The foregoing summary is
qualified in its entirety by reference to the Warrant Assignment
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Agreement, a copy of which is filed as Exhibit 5 to this Schedule 13D and
incorporated in this Schedule 13D by reference.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement
2. Purchase Agreement
3. March 15 Warrants
4. Stockholders Agreement
5. Warrant Assignment Agreement
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 2004 WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: April 19, 2004 WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: April 19, 2004 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
SCHEDULE I
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Set forth below is the name, position and present principal occupation of
each of the general partners of Warburg Pincus & Co. ("WP") and members of
Warburg Pincus LLC ("WP LLC"). The sole general partner of Warburg Pincus
Private Equity VIII, L.P. ("WP VIII") is WP. WP VIII, WP and WP LLC are
hereinafter collectively referred to as the "Reporting Persons". Except as
otherwise indicated, the business address of each of such persons is c/o Warburg
Pincus LLC, 466 Lexington Avenue, New York, New York 10017, and each of such
persons is a citizen of the United States.
GENERAL PARTNERS OF WP
----------------------
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING PERSONS
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Joel Ackerman Partner of WP; Member and Managing Director of WP LLC
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Scott A. Arenare Partner of WP; Member and Managing Director of WP LLC
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Gregory Back Partner of WP; Member and Managing Director of WP LLC
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David Barr Partner of WP; Member and Managing Director of WP LLC
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Larry Bettino Partner of WP; Member and Managing Director of WP LLC
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Harold Brown Partner of WP; Member and Managing Director of WP LLC
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Sean D. Carney Partner of WP; Member and Managing Director of WP LLC
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Mark Colodny Partner of WP; Member and Managing Director of WP LLC
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Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC
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W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC
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Cary J. Davis Partner of WP; Member and Managing Director of WP LLC
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Oliver M. Goldstein Partner of WP; Member and Managing Director of WP LLC
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Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC
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Jeffrey A. Harris Partner of WP; Member and Managing Director of WP LLC
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Stewart J. Hen Partner of WP; Member and Managing Director of WP LLC
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William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC
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Julie A. Johnson Partner of WP; Member and Managing Director of WP LLC
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Peter R. Kagan Partner of WP; Member and Managing Director of WP LLC
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Charles R. Kaye Managing General Partner of WP; Managing Member and
Co-President of WP LLC
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Henry Kressel Partner of WP; Member and Managing Director of WP LLC
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Joseph P. Landy Managing General Partner of WP; Managing Member and
Co-President of WP LLC
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Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC
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Kewsong Lee Partner of WP; Member and Managing Director of WP LLC
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Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC
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Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC
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Nancy Martin Partner of WP; Member and Managing Director of WP LLC
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Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC
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James Neary Partner of WP; Member and Managing Director of WP LLC
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Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC
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Dalip Pathak Partner of WP; Member and Managing Director of WP LLC
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Lionel I. Pincus Partner of WP; Member and Chairman of WP LLC
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Stan Raatz Partner of WP; Member and Managing Director of WP LLC
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John D. Santoleri Partner of WP; Member and Managing Director of WP LLC
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Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC
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Mimi Strouse Partner of WP; Member and Managing Director of WP LLC
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Barry Taylor Partner of WP; Member and Managing Director of WP LLC
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John L. Vogelstein Partner of WP; Member and Vice Chairman of WP LLC
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John R. Vrolyk Partner of WP; Member and Managing Director of WP LLC
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Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC
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David J. Wenstrup Partner of WP; Member and Managing Director of WP LLC
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Rosanne Zimmerman Partner of WP; Member and Managing Director of WP LLC
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Pincus & Company LLC*
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NL & Co.**
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_____________________
* New York limited liability company; primary activity is ownership interest
in WP and WP LLC.
** New York limited partnership; primary activity is ownership interest in WP.
MEMBERS OF WP LLC
-----------------
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PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
NAME WITH THE REPORTING PERSONS
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Joel Ackerman Member and Managing Director of WP LLC; Partner of WP
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Scott A. Arenare Member and Managing Director of WP LLC; Partner of WP
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Gregory Back Member and Managing Director of WP LLC; Partner of WP
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David Barr Member and Managing Director of WP LLC; Partner of WP
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Larry Bettino Member and Managing Director of WP LLC, Partner of WP
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Harold Brown Member and Managing Director of WP LLC; Partner of WP
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Sean D. Carney Member and Managing Director of WP LLC; Partner of WP
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Stephen John Coates (1) Member and Managing Director of WP LLC
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Mark Colodny Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP
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W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP
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Cary J. Davis Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Tetsuya Fukagawa (2) Member and Managing Director of WP LLC
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Oliver M. Goldstein Member and Managing Director of WP LLC; Partner of WP
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Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Jeffrey A. Harris Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Stewart J. Hen Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Sung-Jin Hwang (3) Member and Managing Director of WP LLC
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William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP
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Julie A. Johnson Member and Managing Director of WP LLC; Partner of WP
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Peter R. Kagan Member and Managing Director of WP LLC; Partner of WP
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Charles R. Kaye Managing Member and Co-President of WP LLC; Managing
General Partner of WP
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Rajesh Khanna (4) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Henry Kressel Member and Managing Director of WP LLC; Partner of WP
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Rajiv B. Lall (4) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
Joseph P. Landy Managing Member and Co-President of WP LLC; Managing
General Partner of WP
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Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Kewsong Lee Member and Managing Director of WP LLC; Partner of WP
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Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
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Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP
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David Li (5) Member and Managing Director of WP LLC
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Nicholas J. Lowcock (1) Member and Managing Director of WP LLC
--------------------------------------------------------------------------------
John W. MacIntosh (6) Member and Managing Director of WP LLC
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Nancy Martin Member and Managing Director of WP LLC; Partner of WP
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Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP
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James Neary Member and Managing Director of WP LLC; Partner of WP
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Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP
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Bilge Ogut (7) Member and Managing Director of WP LLC
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Dalip Pathak Member and Managing Director of WP LLC; Partner of WP
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Lionel I. Pincus Member and Chairman of WP LLC; Partner of WP
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Pulak Chandan Prasad (4) Member and Managing Director of WP LLC
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Stan Raatz Member and Managing Director of WP LLC; Partner of WP
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John D. Santoleri Member and Managing Director of WP LLC; Partner of WP
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Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Joseph C. Schull (6) Member and Managing Director of WP LLC
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Mimi Strouse Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Chang Q. Sun (5) Member and Managing Director of WP LLC
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Barry Taylor Member and Managing Director of WP LLC; Partner of WP
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John L. Vogelstein Member and Vice Chairman of WP LLC; Partner of WP
--------------------------------------------------------------------------------
John R. Vrolyk Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
David J. Wenstrup Member and Managing Director of WP LLC; Partner of WP
--------------------------------------------------------------------------------
Jeremy S. Young (1) Member and Managing Director of WP LLC
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Rosanne Zimmerman Member and Managing Director of WP LLC; Partner of WP
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Pincus & Company LLC*
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(1) Citizen of United Kingdom
(2) Citizen of Japan
(3) Citizen of Korea
(4) Citizen of India
(5) Citizen of Hong Kong
(6) Citizen of Canada
(7) Citizen of Turkey
* New York limited liability company; primary activity is ownership interest
in WP and WP LLC.
Exhibit Index
Exhibit 1. Joint Filing Agreement
Exhibit 2. Purchase Agreement
Exhibit 3. March 15 Warrants
Exhibit 4. Stockholders Agreement
Exhibit 5. Warrant Assignment Agreement