UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Corcept Therapeutics Incorporated
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
218352102
(CUSIP Number)
James Coyne King, Esq.
Hanify & King, P.C.
One Beacon Street
Boston, Massachusetts 02108
(617) 423-0400
Hanify & King, P.C.
One Beacon Street
Boston, Massachusetts 02108
(617) 423-0400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
February 6, 2009
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
CUSIP No. |
218352102 |
| 1 | NAMES OF REPORTING PERSONS Allen Andersson |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 85,000 (1) | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 942,324 (2) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 85,000 (1) | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 942,324 (2) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 1,027,324 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 2.1% | |||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||
| IN | |||||||||||
(1) 85,000 stock options directly owned solely by the reporting person pursuant to grants on December 19, 2007 and June 10, 2008.
(2) 845,181 shares directly owned by Paperboy Ventures, LLC, a Delaware limited liability company and 97,143 shares directly owned by Anderieck Holdings, LLC, a Delaware limited liability company. Mr. Allen Andersson is the sole member of each entity and may be deemed to have shared voting and dispositive power with respect to such shares.
This Amendment No. 5 (this “Amendment”) further amends and supplements the Statement on Schedule
13D filed with the Securities and Exchange Commission on October 1, 2007 and amended on November
13, 2007, December 27, 2007, March 25, 2008 and November 11, 2008 by and on behalf of Paperboy
Ventures, LLC, a Delaware limited liability company with respect to shares of Common Stock, par
value $0.001 per share (the “Common Stock”), of Corcept Therapeutics Incorporated, a Delaware
corporation (the “Issuer”). Unless specifically amended or modified hereby, the disclosure set
forth in the Statement on Schedule 13D dated March 28, 2008, as amended, shall remain unchanged.
ITEM 5. Interest in Securities of Issuer
(a) According to the Issuer’s Quarterly Report filed on Form 10-Q, dated November 14, 2008, there
were 48,880,051 shares of the Issuer’s Common Stock issued and outstanding. The Reporting Person,
as sole member of Paperboy Ventures LLC and Anderieck Holdings LLC may be deemed to beneficially
own 1,345,181 shares of Common Stock of the Issuer representing approximately 2.1% of the issued
and outstanding shares of such class, assuming all warrants are exercised in full.
Of the 1,027,324 shares of Common Stock beneficially owned by the Reporting Person, none are
subject to warrants that may be acquired and exercised at any time by Paperboy Ventures, LLC.
(b) The Reporting Person has the sole power to vote and dispose of 85,000 shares. The Reporting
Person has the shared power to vote and dispose of 1,027,324. The Reporting Person may be deemed
to have shared voting power with Paperboy Ventures, LLC and Anderieck Holdings, LLC with respect to
such shares.
(c) In the last sixty days the Reporting Person has not purchased any additional shares of the
Issuer’s common stock in the open market, but did dispose of:
(i) 9,910,270 shares of common stock and warrants to purchase common stock under a
negotiated Securities Purchase Agreement, dated February 6, 2009, among Paperboy Ventures,
LLC and a number of purchasers, some of whom are affiliates of the Issuer, at a negotiated
unit price of $0.70 per unit. Each unit consists of one share of common stock and 10.69%
warrant coverage. The unit price has been allocated between the common stock and the
warrant as follows: $0.687 per share of common stock and $0.013 for the warrant to purchase
10.69% of a share of common stock (representing a warrant purchase price of $0.125 for a
warrant to purchase one share of common stock);
(ii) 285,714 shares of common stock at a negotiated share price of $0.70 per share to
David Shaw on February 6, 2009;
(iii) 285,714
shares of common stock at a negotiated price of $0.70 per share to
James and Pamela Wilson Family Partners on February 9, 2009;
(iv) 432,809 shares of common stock at a negotiated price of $0.70 per share to Barney D.
Pell on February 9, 2009;
(v) 60,000 shares of common stock at a negotiated price of $0.70 per share to the
Arterburn/Watters 1996 Trust U/A dated 6/11/99 on February 18, 2009;
(vi) 142,857 shares of common stock at a negotiated price of $0.70 per share to Adrian E.
Ridner on February 18, 2009; and
(vii) 200,000 shares of common stock as a bona fide gift to the Andersson 1999 Irrevocable
Trust on January 16, 2009.
(d) Not applicable.
(e) The reporting person ceased to be the beneficial owner of more than five percent of the class
of reporting securities on February 6, 2009.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
On February 6, 2009, the Reporting Person disposed of 9,910,270 shares of common stock and
warrants to purchase common stock under a negotiated Securities Purchase Agreement, dated February
6, 2009, among Paperboy Ventures, LLC and a number of purchasers, some of whom are affiliates of
the Issuer, at a negotiated unit price of $0.70 per unit. Each unit consists of one share of
common stock and 10.69% warrant coverage. The unit price has been allocated between the common
stock and the warrant as follows: $0.687 per share of common stock and $0.013 for the warrant to
purchase 10.69% of a share of common stock (representing a warrant purchase price of $0.125 for a
warrant to purchase one share of common stock).
Except as disclosed herein, there are no additional contracts, arrangements, understandings or
relations (legal or otherwise) among the Reporting Person and any other person with respect to any
securities of the Issue, including, but not limited to transfer or voting of any securities,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. Material to Be Filed as Exhibits
| Exhibit A: | Securities Purchase Agreement dated February 6, 2009, by and among Paperboy Ventures, LLC and a number of purchasers, some of whom are affiliates of the Issuer. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
March 11, 2009
| /s/ Allen Andersson | ||||
EXHIBIT INDEX
| Exhibit A: | Securities Purchase Agreement dated February 6, 2009, by and among Paperboy Ventures, LLC and a number of purchasers, some of whom are affiliates of the Issuer. |
Exhibit A
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 6, 2009, is
made by and among Paperboy Ventures LLC, a Delaware limited liability company (“Seller”),
and the purchasers listed on Exhibit A hereto (each a “Buyer” and, collectively,
the “Buyers”).
RECITAL
WHEREAS, Seller desires to sell to the Buyers and the Buyers desire to purchase from Seller,
on the terms and conditions set forth in this Agreement, all of the Shares and Warrants of the
Company set forth on Exhibit A hereto.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
AGREEMENT
SECTION 1 Defined Terms. As used herein, the following terms shall have the following meanings:
“Affiliate” of another Person shall mean any Person directly or indirectly
controlling, controlled by, or under common control with, such other Person.
“Agreement” shall have the meaning assigned to it in the introductory paragraph.
“Buyers” shall have the meaning assigned to it in the introductory paragraph.
“Closing Date” shall have the meaning assigned to it in Section 3 hereof.
“Company” shall mean Corcept Therapeutics Incorporated, a Delaware corporation.
“Consideration” shall have the meaning assigned to it in Section 2(b) hereof.
“Lien” shall mean any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, lien, charge, claim, restriction, purchase option, right of first refusal,
title exception or defect in title, security interest, easement or encumbrance, or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any lease or title retention agreement, any financing lease having substantially the
same economic effect as any of the foregoing, and the filing of, or agreement to give, any
financing statement perfecting a security interest under the UCC or comparable law of any
jurisdiction).
“Lien Release Agreement” shall have the meaning assigned to it in Section 2(c) hereof.
“Longitude” shall have the meaning assigned to it in Section 7(c) hereof.
“Other Buyers” shall mean, collectively, the purchasers listed on Exhibit B
hereto.
“Other Sales” shall mean, collectively, the sale by Seller to each Other Buyer the
applicable shares of common stock of the Company and warrants to purchase additional shares of
common stock of the Company set forth on Exhibit B hereto.
“Parties” shall mean the Buyers and Seller, and “Party” shall refer to each of
them.
“Person” shall mean natural persons, corporations, limited liability companies,
limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts,
land trusts, business trusts, or other organizations, irrespective of whether they are legal
entities, and governments and agencies and political subdivisions thereof.
“Registered Entity” shall mean an organization registered under any state or federal
law.
“Sales” shall have the meaning assigned to it in Section 2(a) hereof.
“Seller” shall have the meaning assigned to it in the introductory paragraph.
“Shares” shall have the meaning assigned to it in Section 2(a) hereof.
“Transfer Agent” shall mean Continental Stock Transfer and Trust Company.
“Warrants” shall have the meaning assigned to it in Section 2(a) hereof.
SECTION 2 Sale of Shares and Warrants.
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing,
Seller shall sell to each Buyer the applicable shares of common stock of the Company (collectively,
the “Shares”) and warrants to purchase additional shares of common stock of the Company
(collectively, the “Warrants”) set forth on Exhibit A hereto (such sales of Shares
and Warrants, collectively, the “Sales”).
(b) In consideration of the sale of the applicable Shares and Warrants, each Buyer shall, at
the Closing, pay to the Company in cash denominated in United States Dollars the applicable amounts
set forth on Exhibit A hereto (collectively, the “Consideration”).
(c) At the Closing, Seller shall cause (i) the certificates representing the Shares to be
delivered to the Transfer Agent with instructions (prepared in conjunction with the Company) for
the Transfer Agent to issue certificates representing new shares with duly executed powers of
assignment to the applicable Buyers in the amounts set forth on Exhibit A hereto, and (ii)
the
Company to issue new warrants with duly executed powers of assignment to the applicable Buyers
in the amounts set forth on Exhibit A, each pursuant to the terms of the Lien Release
Agreement between Seller and the Company, dated as of February 5, 2009 (the “Lien Release
Agreement”).
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SECTION 3 Closing. The consummation of the transactions contemplated by this Agreement (the
“Closing”) shall take place on the date on which the following conditions have been
satisfied (the “Closing Date”):
(a) all Buyers shall pay to the Company the Consideration, which shall happen on the same day,
for further distribution in accordance with the Lien Release Agreement;
(b) the Other Sales shall occur simultaneously with the Sales; and
(c) all representations and warranties of the Parties contained in this Agreement shall be
true and correct in all respects.
SECTION 4 Representations and Warranties of Seller. Seller represents and warrants to the Buyers
that the statements contained in this Section 4 are correct and not materially misleading as of the
Closing Date:
(a) Seller is a duly-organized and validly existing limited liability company under the laws
of the State of Delaware and is in good standing.
(b) The execution, delivery and performance of this Agreement are within Seller’s powers, have
been duly authorized and are not in contravention of law, the terms of Seller’s governing or
charter documents or any indenture, agreement or undertaking to which Seller is a party or by which
it is bound.
(c) As of the Closing Date, Seller is the owner of the Shares and Warrants free from any
adverse interest, Lien, security interest or encumbrance granted by any agreement of Seller or by
operation of law.
(d) All information furnished by Seller to the Buyers concerning any of the Shares, Warrants
or otherwise, is or will be, at the time the same is furnished, accurate and correct in all
material respects and complete in so far as completeness may be necessary to give the Buyers true
and accurate knowledge of the subject matter.
(e) No further notice, material order, permission, consent, approval, license, authorization,
registration or filing by or with any third party or government agency having jurisdiction over
Seller is required to be given, obtained or made by Seller for the execution, delivery or
performance by Seller of this Agreement.
3
SECTION 5 Representations and Warranties of the Buyers. Each Buyer, severally and not jointly,
hereby represents and warrants to Seller that the statements contained in this Section 5 are
correct and not materially misleading as of the Closing Date:
(a) If such Buyer is a Registered Entity, the execution, delivery and performance of this
Agreement are within such Buyer’s powers, have been duly authorized and are not in contravention of
law, the terms of such Buyer’s governing or charter documents or any indenture, agreement or
undertaking to which such Buyer is a party or by which it is bound.
(b) No further notice, material order, permission, consent, approval, license, authorization,
registration or filing by or with any third party or government agency having jurisdiction over
such Buyer is required to be given, obtained or made by such Buyer for the execution, delivery or
performance by such Buyer of this Agreement.
SECTION 6 Post-Closing Covenants. The Parties agree as follows with respect to the period
following the Closing: in case at any time after the Closing any further action is desirable to
carry out the purposes of this Agreement, each of the Parties will take such further action
(including the execution and delivery of such further instruments and documents) as any other Party
may reasonably request. Reasonable third-party costs incurred as a result of this provision shall
be borne by the requesting Party.
SECTION 7 Payment of Fees and Expenses.
(a) The Parties shall each bear their own costs and expenses incurred in connection with the
transactions contemplated in this Agreement including, without limitation, the fees and expenses of
their counsel and accountants.
(b) With respect to any dispute arising from this Agreement, the fees and expenses (including
reasonable legal fees and expenses) of the prevailing Party related thereto shall be paid by the
non-prevailing Party.
(c) Notwithstanding the foregoing, Seller shall pay $10,000 in cash to Longitude Venture
Partners, L.P. (“Longitude”) to reimburse Longitude for all expenses it has incurred in
connection with this Agreement and the transactions contemplated hereby, including reasonable legal
fees, within 10 days after the later to occur of: (i) the Closing Date, and (ii) Longitude
providing to Seller invoices relating to such expenses.
SECTION 8 Choice of Law; Forum Selection; Waiver of Jury Trial.
(a) This Agreement shall be governed by, and shall be construed and enforced in accordance
with, the laws of the State of California without regard to the application of its conflict of laws
rules.
(b) Each Party hereby consents and agrees that the state or federal courts located in
California shall have exclusive jurisdiction to hear and determine any claims or disputes between
the Parties pertaining to this Agreement or to any matter arising out of or relating to this
Agreement; provided, that the Parties acknowledge that any appeals from those courts may
have to be heard by a court located outside of California. Each Party expressly submits and
consents
in advance to such jurisdiction in any action or suit commenced in any such court, and each
Party hereby waives any objection which such Party may have based upon lack of personal
jurisdiction, improper venue or forum non conveniens and hereby consents to
the granting of such legal or equitable relief as is deemed appropriate by such court.
4
(c) The Parties hereto waive all right to trial by jury in any action, suit, or proceeding
brought to resolve any dispute, whether sounding in contract, tort or otherwise, among the Parties
arising out of, connected with, related to, or incidental to the relationship established among
them in connection with, this Agreement or the transactions related hereto.
SECTION 9 Miscellaneous.
(a) This Agreement constitutes the entire agreement of the Parties hereto with respect to the
subject matter hereof and supersede all previous and contemporaneous oral or written negotiations,
agreements, arrangements and understandings relating to the subject matter hereof.
(b) This Agreement shall not be amended, supplemented or modified except by an instrument in
writing signed and delivered by the authorized representatives of each of the Parties hereto.
(c) The representations, warranties, agreements and covenants of the Parties set forth in this
Agreement shall survive the Closing Date.
(d) This Agreement may be executed in any number of counterparts, and by each of the
undersigned on separate counterparts, and each such counterpart shall be deemed to be an original,
but all such counterparts put together shall constitute but one and the same Agreement.
(e) This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto
and their respective successors and permitted assigns, if any.
(f) The headings preceding the text of exhibits, schedules and sections of this Agreement are
provided for convenience and reference only and should not be used in construing this Agreement.
(g) Except as otherwise set forth herein, no remedy set forth in this Agreement or otherwise
conferred upon or reserved to any Party shall be considered exclusive of any other remedy available
hereunder, at law or in equity to any Party, but the same shall be distinct, separate and
cumulative and may be exercised from time to time as often as occasion may arise or as may be
deemed expedient.
(h) If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any
respect, it shall be ineffective to the extent of such invalidity, illegality or unenforceability,
and the validity, legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.
5
(i) No Party hereto shall make any public disclosure of the specific terms of this Agreement
or other Closing Documents, except as required by law or regulation. In connection with the
negotiation of this Agreement and the preparation for the consummation of the
transactions contemplated hereby, each Party acknowledges that it will have access to
confidential information relating to the other Parties. Each Party shall treat such information as
confidential, preserve the confidentiality thereof and not duplicate or use such information,
except to advisors, consultants and Affiliates in connection with the transactions contemplated
hereby, and except as required to comply with any law or regulation, or any provision of this
Agreement.
(j) All notices, requests, demands and other communications which are required or may be given
under this Agreement shall be in writing and shall be deemed to have been duly given when received
if personally delivered; when transmitted if transmitted by telecopy, electronic or digital
transmission method; the day after it is sent, if sent for next day delivery to a domestic address
by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by
certified or registered mail, return receipt requested. In each case notice shall be sent to:
| If to Seller: | Paperboy Ventures LLC | |||
| 1875 K Street, Suite 700 | ||||
| Washington D.C. 20006 | ||||
| Tel: (202) 261-0660 | ||||
| Fax: (202) 496-9320 | ||||
| Email: acg@paperboyventures.com | ||||
| If to the Buyers: | The applicable address set forth for each Buyer on the signature page to this Agreement. |
or to such other place and with such other copies as any Party may designate as to itself by
written notice to the others.
[Signature Pages Follow]
6
IN WITNESS WHEREOF, the Parties hereto or the authorized representatives of the Parties hereto
have executed and delivered this Agreement as of the date first above written.
| THE BUYERS: | ||||||||
| LONGITUDE VENTURE PARTNERS, LP | ||||||||
| By: Longitude Capital Partners, LLC, its General Partner | ||||||||
| By: | /s/ Patrick Enright | |||||||
| Name: | Patrick Enright | |||||||
| Title: | Managing Member | |||||||
| Address: | 800 El Camino, Menlo Park, CA 94025 | |||||||
| LONGITUDE CAPITAL ASSOCIATES, LP | ||||||||
| By: Longitude Capital partners, LLC, its General Partner | ||||||||
| By: | /s/ Patrick Enright | |||||||
| Name: | Patrick Enright | |||||||
| Title: | Managing Member | |||||||
| Address: | 800 El Camino, Menlo Park, CA 94025 | |||||||
| SUTTER HILL VENTURES, | ||||||||
| A CALIFORNIA LIMITED PARTNERSHIP | ||||||||
| By: | /s/ Tench Coxe | |||||||
| Name: | Tench Coxe | |||||||
| Title: | Managing Director of the General Partner | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| DAVID L. ANDERSON, TRUSTEE OF | ||||||||
| THE ANDERSON LIVING TRUST U/A/D 1/22/98 | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | David L. Anderson | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| ANVEST, L.P. | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | David L. Anderson | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| G. LEONARD BAKER, JR. AND MARY ANNE BAKER, | ||||||||
| CO-TRUSTEES OF THE BAKER REVOCABLE TRUST U/A/D 2/3/03 | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | G. Leonard Baker, Jr. | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| SAUNDERS HOLDINGS, L.P. | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | G. Leonard Baker, Jr. | |||||||
| Title: | General Partner | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| YOVEST, L.P. | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | William H. Younger, Jr. | |||||||
| Title: | Trustee of The Younger Living Trust U/A/D | |||||||
| 1/20/95, General Partner | ||||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| GREGORY P. SANDS AND SARAH J.D. SANDS AS TRUSTEES OF | ||||||||
| GREGORY P. AND SARAH J.D. SANDS TRUST AGREEMENT DATED 2/24/99 | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | Gregory P. Sands | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| TALLACK PARTNERS, L.P. | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | James C. Gaither | |||||||
| Title: | General Partner | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| JEFFREY W. BIRD AND CHRISTINA R. BIRD AS TRUSTEES OF | ||||||||
| JEFFREY W. AND CHRISTINA R. BIRD TRUST AGREEMENT DATED 10/31/00 | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | Jeffrey W. Bird | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| ANDREW T. SHEEHAN AND NICOLE J. SHEEHAN AS | ||||||||
| TRUSTEES OF SHEEHAN 2003 TRUST | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | Andrew T. Sheehan | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| DAVID E. SWEET AND ROBIN T. SWEET AS TRUSTEES OF THE | ||||||||
| DAVID AND ROBIN SWEET LIVING TRUST DATED 7/6/04 | ||||||||
| By: | /s/ Robert Yin, By Robert Yin Under Power of Attorney | |||||||
| Name: | David E. Sweet | |||||||
| Title: | Trustee | |||||||
| Address: | 755 Page Mill | |||||||
| Suite A 200 | ||||||||
| Palo Alto, CA 94304 | ||||||||
| WELLS FARGO BANK, N.A. FBO | ||||||||
| SHV Profit Sharing Plan FBO Tench Coxe | ||||||||
| By: | /s/ Vicki M. Bandel | |||||||
| Name: | Vicki M. Bandel | |||||||
| Title: | Assistant Vice President, Trust Officer | |||||||
| Address: | Wells Fargo Bank, N.A., Trustee | |||||||
| Attention: Vicki Bandel | ||||||||
| 600 California Street, 12th Floor | ||||||||
| MAC A0193-120 | ||||||||
| San Francisco, CA 94108 | ||||||||
| Phone: (415) 396-3739 | ||||||||
| Fax: (415) 975-7539 | ||||||||
| Email: bandel@wellsfargo.com | ||||||||
| WELLS FARGO BANK, N.A. FBO | ||||||||
| SHV Profit Sharing Plan FBO James N. White | ||||||||
| By: | /s/ Vicki M. Bandel | |||||||
| Name: | Vicki M. Bandel | |||||||
| Title: | Assistant Vice President, Trust Officer | |||||||
| Address: | Wells Fargo Bank, N.A., Trustee | |||||||
| Attention: Vicki Bandel | ||||||||
| 600 California Street, 12th Floor | ||||||||
| MAC A0193-120 | ||||||||
| San Francisco, CA 94108 | ||||||||
| Phone: (415) 396-3739 | ||||||||
| Fax: (415) 975-7539 | ||||||||
| Email: bandel@wellsfargo.com | ||||||||
| WELLS FARGO BANK, N.A. FBO | ||||||||
| SHV Profit Sharing Plan FBO Diane J. Naar | ||||||||
| By: | /s/ Vicki M. Bandel | |||||||
| Name: | Vicki M. Bandel | |||||||
| Title: | Assistant Vice President, Trust Officer | |||||||
| Address: | Wells Fargo Bank, N.A., Trustee | |||||||
| Attention: Vicki Bandel | ||||||||
| 600 California Street, 12th Floor | ||||||||
| MAC A0193-120 | ||||||||
| San Francisco, CA 94108 | ||||||||
| Phone: (415) 396-3739 | ||||||||
| Fax: (415) 975-7539 | ||||||||
| Email: bandel@wellsfargo.com | ||||||||
| WELLS FARGO BANK, N.A. FBO | ||||||||
| SHV Profit Sharing Plan FBO Yu-Ying Chen (Rollover) | ||||||||
| By: | /s/ Vicki M. Bandel | |||||||
| Name: | Vicki M. Bandel | |||||||
| Title: | Assistant Vice President, Trust Officer | |||||||
| Address: | Wells Fargo Bank, N.A., Trustee | |||||||
| Attention: Vicki Bandel | ||||||||
| 600 California Street, 12th Floor | ||||||||
| MAC A0193-120 | ||||||||
| San Francisco, CA 94108 | ||||||||
| Phone: (415) 396-3739 | ||||||||
| Fax: (415) 975-7539 | ||||||||
| Email: bandel@wellsfargo.com | ||||||||
| WELLS FARGO BANK, N.A. FBO | ||||||||
| SHV Profit Sharing Plan FBO Patricia Tom (Post) | ||||||||
| By: | /s/ Vicki M. Bandel | |||||||
| Name: | Vicki M. Bandel | |||||||
| Title: | Assistant Vice President, Trust Officer | |||||||
| Address: | Wells Fargo Bank, N.A., Trustee | |||||||
| Attention: Vicki Bandel | ||||||||
| 600 California Street, 12th Floor | ||||||||
| MAC A0193-120 | ||||||||
| San Francisco, CA 94108 | ||||||||
| Phone: (415) 396-3739 | ||||||||
| Fax: (415) 975-7539 | ||||||||
| Email: bandel@wellsfargo.com | ||||||||
| WELLS FARGO BANK, N.A. FBO | ||||||||
| SHV Profit Sharing Plan FBO Robert Yin | ||||||||
| By: | /s/ Vicki M. Bandel | |||||||
| Name: | Vicki M. Bandel | |||||||
| Title: | Assistant Vice President, Trust Officer | |||||||
| Address: | Wells Fargo Bank, N.A., Trustee | |||||||
| Attention: Vicki Bandel | ||||||||
| 600 California Street, 12th Floor | ||||||||
| MAC A0193-120 | ||||||||
| San Francisco, CA 94108 | ||||||||
| Phone: (415) 396-3739 | ||||||||
| Fax: (415) 975-7539 | ||||||||
| Email: bandel@wellsfargo.com | ||||||||
| PAPERBOY VENTURES LLC | ||||||||
| By: | /s/ Anthony C. Garland | |||||||
| Name: | Anthony C. Garland | |||||||
| Title: | CFO | |||||||
EXHIBIT A
| Total | Consideration | Number | Consideration | Number of | ||||||||||||||||
| Buyer | Consideration | for Shares | of Shares | for Warrants | Warrants | |||||||||||||||
Longitude Venture
Partners, LP |
$ | 3,186,137.50 | $ | 3,125,333.11 | 4,551,625 | $ | 60,804.39 | 486,443 | ||||||||||||
Longitude Capital
Associates, LP |
$ | 63,862.50 | $ | 62,643.65 | 91,232 | $ | 1,218.85 | 9,750 | ||||||||||||
Sutter Hill Ventures,
a California limited
partnership |
$ | 351,337.00 | $ | 344,632.07 | 501,910 | $ | 6,704.93 | 53,640 | ||||||||||||
David L. Anderson,
Trustee of the
Anderson Living Trust
U/A/D 1/22/98 |
$ | 40,700.80 | $ | 39,924.06 | 58,144 | $ | 776.74 | 6,213 | ||||||||||||
Anvest, L.P. |
$ | 40,700.80 | $ | 39,924.06 | 58,144 | $ | 776.74 | 6,213 | ||||||||||||
G. Leonard Baker, Jr.
and Mary Anne Baker,
Co-Trustees of the
Baker Revocable Trust
U/A/D 2/3/03 |
$ | 399,998.20 | $ | 392,364.63 | 571,426 | $ | 7,633.57 | 61,069 | ||||||||||||
Saunders Holdings, L.P. |
$ | 100,002.00 | $ | 98,093.56 | 142,860 | $ | 1,908.44 | 15,267 | ||||||||||||
Yovest, L.P. |
$ | 86,368.80 | $ | 84,720.53 | 123,384 | $ | 1,648.27 | 13,186 | ||||||||||||
Gregory P. Sands and
Sarah J.D. Sands as
Trustees of Gregory P.
and Sarah J.D. Sands
Trust Agreement Dated
2/24/99 |
$ | 13,909.00 | $ | 13,643.56 | 19,870 | $ | 265.44 | 2,123 | ||||||||||||
Tallack Partners, L.P. |
$ | 13,624.80 | $ | 13,364.78 | 19,464 | $ | 260.02 | 2,080 | ||||||||||||
Jeffrey W. Bird and
Christina R. Bird as
Trustees of Jeffrey W.
and Christina R. Bird
Trust Agreement Dated
10/31/00 |
$ | 12,030.90 | $ | 11,801.30 | 17,187 | $ | 229.60 | 1,836 | ||||||||||||
Andrew T. Sheehan and
Nicole J. Sheehan as
Trustees of Sheehan
2003 Trust |
$ | 10,709.30 | $ | 10,504.92 | 15,299 | $ | 204.38 | 1,635 | ||||||||||||
David E. Sweet and
Robin T. Sweet as
Trustees of the David
and Robin Sweet Living
Trust Dated 7/6/04 |
$ | 4,769.10 | $ | 4,678.09 | 6,813 | $ | 91.01 | 728 | ||||||||||||
Wells Fargo Bank, N.A.
FBO SHV Profit Sharing
Plan FBO Tench Coxe |
$ | 110,298.30 | $ | 108,193.36 | 157,569 | $ | 2,104.94 | 16,839 | ||||||||||||
A-1
| Total | Consideration | Number | Consideration | Number of | ||||||||||||||||
| Buyer | Consideration | for Shares | of Shares | for Warrants | Warrants | |||||||||||||||
Wells Fargo Bank, N.A.
FBO SHV Profit Sharing
Plan FBO James N.
White |
$ | 13,360.20 | $ | 13,105.23 | 19,086 | $ | 254.97 | 2,039 | ||||||||||||
Wells Fargo Bank, N.A.
FBO SHV Profit Sharing
Plan FBO Diane J. Naar |
$ | 350.00 | $ | 343.32 | 500 | $ | 6.68 | 53 | ||||||||||||
Wells Fargo Bank, N.A.
FBO SHV Profit Sharing
Plan FBO Yu-Ying Chen
(Rollover) |
$ | 350.00 | $ | 343.32 | 500 | $ | 6.68 | 53 | ||||||||||||
Wells Fargo Bank, N.A.
FBO SHV Profit Sharing
Plan FBO Patricia Tom
(Post) |
$ | 1,316.00 | $ | 1,290.89 | 1,880 | $ | 25.11 | 200 | ||||||||||||
Wells Fargo Bank, N.A.
FBO SHV Profit Sharing
Plan FBO Robert Yin |
$ | 175.00 | $ | 171.66 | 250 | $ | 3.34 | 26 | ||||||||||||
Total |
$ | 4,450,000.20 | $ | 4,365,076.10 | 6,357,143 | $ | 84,924.100 | 679,393 | ||||||||||||
A-2
EXHIBIT B
| Total | Consideration | Number of | Consideration | Number of | ||||||||||||||||
| Other Buyer | Consideration | for Shares | Shares | for Warrants | Warrants | |||||||||||||||
George H. Conrades |
$ | 800,000.00 | $ | 784,732.67 | 1,142,857 | $ | 15,267.33 | 122,140 | ||||||||||||
Pelmea LP |
$ | 200,000.00 | $ | 196,182.99 | 285,714 | $ | 3,817.01 | 30,534 | ||||||||||||
Joseph C. Cook, Jr.
and Judith Cook
Tenants in Common |
$ | 206,780.00 | $ | 202,833.80 | 295,400 | $ | 3,946.20 | 31,570 | ||||||||||||
Farview Management,
L.P. |
$ | 94,333.40 | $ | 92,533.14 | 134,762 | $ | 1,800.26 | 14,402 | ||||||||||||
Joseph C. Cook, Jr.
IRA Rollover |
$ | 168,000.00 | $ | 164,793.88 | 240,000 | $ | 3,206.12 | 25,649 | ||||||||||||
The Judith E. Cook
& Joseph C. Cook,
Jr. Foundation,
Inc. |
$ | 91,667.10 | $ | 89,917.72 | 130,953 | $ | 1,749.38 | 13,995 | ||||||||||||
Steven D. Singleton
and Christine C.
Singleton, JTWROS |
$ | 24,500.00 | $ | 24,032.44 | 35,000 | $ | 467.56 | 3,740 | ||||||||||||
Joseph C. Cook, III
and Ashley B. Cook,
Tenants in Common |
$ | 28,910.00 | $ | 28,358.28 | 41,300 | $ | 551.72 | 4,413 | ||||||||||||
Joseph C. Cook, III
IRA Rollover |
$ | 21,000.00 | $ | 20,599.24 | 30,000 | $ | 400.76 | 3,206 | ||||||||||||
Steven D. Pruett |
$ | 225,000.00 | $ | 220,705.70 | 321,428 | $ | 4,294.30 | 34,351 | ||||||||||||
The David L Mahoney
and Winnifred C
Ellis 1998 Family
Trust |
$ | 200,000.00 | $ | 196,182.99 | 285,714 | $ | 3,817.01 | 30,534 | ||||||||||||
Adrian E. Ridner |
$ | 130,000.00 | $ | 127,518.88 | 185,714 | $ | 2,481.12 | 19,847 | ||||||||||||
Alexander W. Casdin |
$ | 100,000.00 | $ | 98,091.50 | 142,857 | $ | 1,908.50 | 15,267 | ||||||||||||
Vaughn D. Bryson
Revocable Trust |
$ | 70,000.00 | $ | 68,664.12 | 100,000 | $ | 1,335.88 | 10,687 | ||||||||||||
Douglas and Irene
Devivo Revocable
Trust |
$ | 70,000.00 | $ | 68,664.12 | 100,000 | $ | 1,335.88 | 10,687 | ||||||||||||
Roy M. Barbee |
$ | 57,000.00 | $ | 55,911.82 | 81,428 | $ | 1,088.18 | 8,702 | ||||||||||||
Total |
$ | 2,487,190.50 | $ | 2,439,723.29 | 3,553,127 | $ | 47,467.21 | 379,724 | ||||||||||||
B-1