-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WkLhXPebk5mN3qtn4gOCFWT/poAgjXj4+YvWaEB5+p6XmSVesHkudSqat/pPKW7z c0TUTHH4zRerCFu9RFY6ow== 0000891618-00-000255.txt : 20000203 0000891618-00-000255.hdr.sgml : 20000203 ACCESSION NUMBER: 0000891618-00-000255 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCANSOFT INC CENTRAL INDEX KEY: 0001002517 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943156479 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49737 FILM NUMBER: 512671 BUSINESS ADDRESS: STREET 1: 9 CENTENNIAL DRIVE CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9789772000 MAIL ADDRESS: STREET 1: 2560 W BAYSHORE RD CITY: PALO ALTO STATE: CA ZIP: 94303 FORMER COMPANY: FORMER CONFORMED NAME: VISIONEER INC DATE OF NAME CHANGE: 19951020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAERE CORP CENTRAL INDEX KEY: 0000854916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942250509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 C00PER CT CITY: LOS GATOS STATE: CA ZIP: 95030 BUSINESS PHONE: 4083957000 MAIL ADDRESS: STREET 1: 100 COOPER COURT CITY: LOS GATOS STATE: CA ZIP: 95030 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ______________ )* ScanSoft, Inc. -------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 80603P107 --------- (CUSIP Number) Blanche M. Sutter Caere Corporation 100 Cooper Court Los Gatos, California 95032 (408) 395-7000 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 2000 ---------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7(b) 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 the 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). 2 CUSIP No. 80603P107 1 NAME OF REPORTING PERSON Caere Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2250509 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH 11,853,602 REPORTING PERSON 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,853,602 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.4% 14 TYPE OF REPORTING PERSON CO Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Caere, Inc. that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. -2- 3 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, $0.001 par value per share (the "ScanSoft Common Stock"), of ScanSoft, Inc., a Delaware corporation ("ScanSoft"). The principal executive offices of ScanSoft are located at 9 Centennial Drive, Peabody, Massachusetts 01960. ITEM 2. IDENTITY AND BACKGROUND (a) The name of the person filing this statement is Caere Corporation, a Delaware corporation ("Caere"). Caere is a leading developer of software solutions for scanners and digital cameras in the digital imaging market. (b) The address of the principal office and principal business of Caere is 100 Cooper Court Los Gatos, California 95032. (c) Set forth in Schedule I to this Schedule 13D is the name and present principal occupation or employment of each of Caere' executive officers and directors and the name, principal business and address of any corporation or other organization in which such employment is conducted. (d) During the past five years, neither Caere nor, to Caere's knowledge, any person named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Caere nor, to Caere's knowledge, any person named in Schedule I to this Schedule 13D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. (f) All of the directors and executive officers of Caere named in Schedule I to this Schedule 13D are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION To facilitate the consummation of the Merger (as defined in Item 4 below), Xerox Imaging Systems, Inc., a stockholder of ScanSoft ("Xerox"), has entered into an agreement with Caere (the "Parent Voting Agreement") and has executed and delivered an irrevocable proxy to Caere as described in Item 4 and Item 5 of this Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION (a) - (b) Pursuant to an Agreement and Plan of Reorganization dated as of January 15, 2000 (the "Merger Agreement"), among Caere, ScanSoft and Scorpion Acquisitions Corporation, a Delaware corporation and wholly owned subsidiary of ScanSoft ("Merger Sub"), and subject to the conditions set forth therein (including, but not limited to, the approval of the Merger Agreement by the stockholders of Caere and the approval of the issuance of ScanSoft Common Stock in the Merger and the approval of an amendment to ScanSoft's certificate of incorporation to increase the number of shares of ScanSoft Common Stock by an amount sufficient to permit ScanSoft to effect the lawful and valid issuance to the stockholders of Caere of that number of shares of ScanSoft Common Stock to be issued to the stockholders of Caere pursuant to the Merger Agreement), Caere will be merged with and into Merger Sub (the "Merger") and each share of common stock of Caere, $0.001 par value per share ("Caere Common Stock"), will be converted into the right to receive a fraction of a share of ScanSoft Common Stock, in accordance with the Merger Agreement. In addition, ScanSoft will assume outstanding options exercisable for Caere Common Stock on the terms set forth in the Merger Agreement. Concurrently with the execution and delivery of the Merger Agreement, Caere and Xerox entered into the Parent Voting Agreement, and Xerox executed and delivered to Caere an irrevocable proxy. (c) Not applicable. (d)If the Merger is consummated, ScanSoft will take such action as is necessary to cause up to two persons selected by Caere, subject to the reasonable approval of ScanSoft, to be elected to the board of directors of ScanSoft effective as of immediately following the closing of the Merger. (e) None. (f) Upon consummation of the Merger, Caere will be merged into Merger Sub. (g) None. (h) None. -3- 4 (i) None. (j) Other than as described above, Caere currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a) - (i) of Schedule 13D (although Caere reserves the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As a result of the Parent Voting Agreement and the irrevocable proxy, Caere has shared power to vote an aggregate of 11,853,602 shares of ScanSoft Common Stock for the limited purpose of voting in favor of the issuance of ScanSoft Common Stock in the Merger and in favor of the approval of an amendment to ScanSoft's certificate of incorporation to increase the number of shares of ScanSoft Common Stock by an amount sufficient to permit ScanSoft to effect the lawful and valid issuance to the stockholders of Caere of that number of shares of ScanSoft Common Stock to be issued to the stockholders of Caere pursuant to the Merger Agreement. Xerox retains the right to vote its shares of ScanSoft Common Stock on all matters other than those identified in the Parent Voting Agreement. The shares covered by the Parent Voting Agreement constitute approximately 44.4% of the issued and outstanding shares of ScanSoft Common Stock as of January 15, 2000. The description contained in this Item 5 of the transactions contemplated by the Parent Voting Agreement is qualified in its entirety by reference to the full text of the Parent Voting Agreement, a copy of which is attached to this Schedule 13D as Exhibit 99.1. To Caere's knowledge, no shares of ScanSoft Common Stock are beneficially owned by any of the persons named in Schedule I to this Schedule 13D, except for such beneficial ownership, if any, arising solely from the Parent Voting Agreement and the irrevocable proxy. To Caere's knowledge, Xerox is incorporated under the laws of the State of Delaware. Xerox is a wholly owned subsidiary of Xerox Corporation. Xerox's principal office is located at P.O. Box 1600, 800 Long Ridge Road, Stamford, Connecticut 06904. During the past five years, to Caere's knowledge, Xerox has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, to Caere's knowledge, Xerox was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. (c) Neither Caere, nor, to Caere's knowledge, any person named in Schedule I to this Schedule 13D, has effected any transaction in ScanSoft Common Stock during the past 60 days, except as disclosed herein. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described in Item 4 or Item 5 above, to Caere's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of ScanSoft, including but not limited to transfer or voting of any of the 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 NO. DESCRIPTION - ----------- ----------- 99.1 Parent Voting Agreement, dated as of January 15, 2000, by and between Caere Corporation, a Delaware corporation, and Xerox Imaging Systems, Inc., a Delaware corporation.
-4- 5 SIGNATURE 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. Date: January 24, 2000 CAERE CORPORATION By: /s/ BLANCHE M. SUTTER --------------------------------- Blanche M. Sutter Executive Vice President and Chief Financial Officer -5- 6 SCHEDULE I EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF CAERE CORPORATION
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT - ---- ---------------------------------- Robert G. Teresi Chairman of the Board, President and Chief Executive Officer Blanche M. Sutter Executive Vice President and Chief Financial Officer Wayne E. Rosing Vice President, Engineering, and Chief Technical Officer Duke Borozan Vice President, Operations Robert Cortale Vice President, Sales and Service Valorie Cook Carpenter Senior Vice President, Marketing
All individuals named in the above table are employed by Caere Corporation. The address of Caere's principal executive office is 100 Cooper Court, Los Gatos, California 95032. SCHEDULE I (CONTINUED) NON-EMPLOYEE DIRECTORS OF CAERE CORPORATION
NAME AND ADDRESS OF CORPORATION OR OTHER ORGANIZATION IN WHICH NAME PRINCIPAL OCCUPATION OR EMPLOYMENT EMPLOYED ---- ---------------------------------- ---------------------- James K. Dutton Retired Joseph J. Francesconi Independent Consultant 1319 San Mateo Drive, Menlo Park, CA 94025 Robert J. Frankenberg President and Chief Executive Officer 2953 Bunker Hill Lane, Encanto Networks, Inc. Suite 400, Santa Clara, CA 95054
-6- 7 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Parent Voting Agreement, dated as of January 15, 2000, by and between Caere Corporation, a Delaware corporation, and Xerox Imaging Systems, Inc., a Delaware corporation.
EX-99.1 2 EX-99.1 1 EXHIBIT 99.1 PARENT VOTING AGREEMENT PARENT VOTING AGREEMENT This Parent Voting Agreement ("AGREEMENT") is made and entered into as of January 15, 2000, between Caere Corporation, a Delaware corporation (the "COMPANY"), and the undersigned stockholder ("STOCKHOLDER") of ScanSoft, Inc., a Delaware corporation ("PARENT"). RECITALS A. Concurrently with the execution of this Agreement, Parent, the Company and Scorpion Acquisitions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), are entering into an Agreement and Plan of Reorganization attached hereto and made a part hereof (the "MERGER AGREEMENT") which provides for the merger (the "MERGER") of Merger Sub and the Company. Pursuant to the Merger, all of the issued and outstanding shares of capital stock of the Company will be converted at the Effective Time (as defined in the Merger Agreement) into shares of Common Stock of Parent and the right to receive cash on the basis described in the Merger Agreement. B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the number of outstanding shares of capital stock of the Company indicated on Annex I to this Agreement. C. As a material inducement to enter into the Merger Agreement, Parent and the Company desire the Stockholder to agree, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Stockholder is willing to agree, to vote the Shares and New Shares (as defined below) so as to facilitate consummation of the Merger. NOW, THEREFORE, intending to be legally bound, the parties agree as follows: 1. Agreement to Vote Shares; Additional Purchases; Transfers and Encumbrance. 1.1 Agreement to Vote Shares. During the term of this Agreement, at every meeting of the stockholders of Parent called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Parent with respect to any of the following, Stockholder shall cause the Shares and any New Shares (as defined below) to be voted in favor of the issuance of shares of Parent Common Stock pursuant to the Merger, and an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock by an amount sufficient to permit Parent to effect the lawful and valid issuance to the stockholders of the Company of that number of shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger Agreement. 1.2 Definition. For purposes of this Agreement, "SHARES" shall mean all issued and outstanding shares of capital stock of Parent for which Stockholder is the beneficial owner or over which Stockholder has voting control, including any securities convertible into, or exercisable or exchangeable for shares of Parent's capital stock, all as set forth on Annex I attached hereto. 1.3 Additional Purchases. Stockholder agrees that any shares of capital stock of 2 Parent that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership or voting control after the execution of this Agreement and prior to the date of termination of this Agreement ("NEW SHARES") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 1.4 Transfer and Encumbrance. Without the prior written consent of the Company, Stockholder agrees not to transfer, sell, exchange, pledge, gift, or otherwise dispose of or encumber (collectively, "TRANSFER") any of the Shares or any New Shares or to make any offer or agreement relating thereto. Stockholder acknowledges that the intent of the foregoing sentence is to ensure that the Company retains the right under the Proxy (as defined in Section 2 hereof) to vote the Shares and any New Shares in accordance with the terms of the Proxy. 2. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to the Company a proxy in the form attached hereto as Exhibit A (the "PROXY") with respect to the Shares and New Shares, which, subject to Section 6 hereof, shall be irrevocable to the fullest extent permitted by applicable law. 3. Representations and Warranties of the Stockholder. (i) Stockholder is the beneficial owner of the Shares free and clear of any liens, claims, options, charges or other encumbrances. (ii) Stockholder does not beneficially own any securities of Parent other than the shares of Common Stock of Parent and options and warrants to purchase shares of Common Stock of Parent indicated on Annex I to this Agreement. (iii) Except as set forth in the Voting Agreement dated as of March 2, 1999, by and among Parent, Xerox Corporation, and certain of the stockholders of Parent, Stockholder (A) has full authority to vote and direct the voting of the Shares; (B) does not beneficially own any securities of Parent other than the Shares indicated on the final page of this Agreement; and (C) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 4. Additional Documents; Stockholder Agreement. Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of the Company, to carry out the intent of this Agreement. 5. Consent and Waiver. During the term of this Agreement, Stockholder shall give any consents or waivers that are reasonably required for the consummation of the Merger pursuant to the Merger Agreement under the terms of any agreements to which Stockholder is a party or pursuant to any rights Stockholder may have. 6. Termination. This Agreement and the Proxy shall terminate and shall have no further force or effect as of the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement, (ii) such date and time as the Merger Agreement shall have been terminated in accordance with its terms, or (iii) the amendment, extension or waiver of any of the material provisions of the Merger Agreement unless Stockholder has given its prior written consent to same. 3 7. Miscellaneous. 7.1 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 7.2 Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and any person or entity to which legal or beneficial ownership of such Shares or New Shares shall pass whether by operation of law or otherwise, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other. 7.3 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 7.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge that the Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the Company upon any such violation, the Company shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Company at law or in equity. 7.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person or sent by overnight courier by a reputable carrier (prepaid) to the respective parties as follows: If to the Company: Caere Corporation 100 Cooper Court Los Gatos, CA 95030 Attn: President and Chief Executive Officer With a copy to: Cooley Godward LLP 5 Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 Attention: Keith Flaum, Esq. If to the Stockholder: To the address for notice set forth on the signature page hereof. With a copy to: Xerox Corporation P.O. Box 1600 800 Long Ridge Road Stamford, Connecticut 06904 Attention: Senior Vice President and General Counsel 4 or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. 7.6 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware (without regard to any principles of conflict of laws thereof which would require a different choice of law). 7.7 Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter. 7.8 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 7.9 Effect of Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement. 5 IN WITNESS WHEREOF, the parties have caused this Parent Voting Agreement to be duly executed on the date and year first above written. COMPANY By: /s/ Robert G. Teresi --------------------------------- Name: Robert G. Teresi Title: President and Chief Executive Officer STOCKHOLDER: By: /s/ Paul Ricci --------------------------------- Name: Paul Ricci Title: Vice President, Corporate Development Stockholder's Address for Notice: P. O. Box 1600 800 Long Ridge Road Stamford, Connecticut 06904 [SIGNATURE PAGE TO PARENT VOTING AGREEMENT] 6 ANNEX I Stockholder beneficially owns and has voting control over the following capital stock of Parent: Common Stock 1. 11,853,602 shares of Common Stock of Parent. Options, Warrants and Other Convertible Securities 1. 0 shares of capital stock issuable upon exercise of Stock Options. 2. 316,630 shares of Common Stock issuable upon exercise of Warrants (as of January 14, 2000). 3. 3,562,238 shares of Series B Preferred Stock issuable upon exercise or conversion of other outstanding securities of Parent. 7 EXHIBIT A IRREVOCABLE PROXY The undersigned Stockholder of ScanSoft, Inc., a Delaware corporation (the "PARENT"), hereby irrevocably appoints the directors on the Board of Directors of Caere Corporation, a Delaware corporation (the "COMPANY"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the voting of the Shares and New Shares (as each such term is defined in the Parent Voting Agreement of even date between Parent and the Stockholder (the "VOTING AGREEMENT")) on the matters described below (and on no other matter), until such time as the Voting Agreement shall be terminated in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. This proxy is irrevocable (to the fullest extent permitted by law and subject to the termination of the Proxy as set forth in Section 6 of the Voting Agreement), is granted pursuant to the Voting Agreement, is granted in consideration of the Company entering into the Merger Agreement and is coupled with an interest. The attorneys and proxies named above will be empowered at any time prior to the termination of this proxy pursuant to Section 6 of the Voting Agreement to exercise all voting rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares and the New Shares) of the undersigned at every annual, special or adjourned meeting of Parent's stockholders, and in every written consent in lieu of such a meeting, or otherwise, to vote the Shares and the New Shares in favor of the issuance of shares of Parent Common Stock pursuant to the Merger, and an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock by an amount sufficient to permit Parent to effect the lawful and valid issuance to the stockholders of the Company of the number of shares of Parent Common Stock to be issued to the stockholders of the Company pursuant to the Merger Agreement (collectively, the "SPECIFIED MATTERS"). The attorneys and proxies named above may only exercise this proxy to vote the Shares and any New Shares subject hereto at any time prior to the termination of this proxy pursuant to Section 6 of the Voting Agreement, at every annual, special or adjourned meeting of the stockholders of Parent and in every written consent in lieu of such meeting. The undersigned Stockholder may vote the Shares and New Shares on all matters other than the Specified Matters. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 8 This proxy is irrevocable and coupled with an interest. Dated: January 15, 2000 Signature of Stockholder: /s/ Paul Ricci ----------------------------- Print Name of Stockholder: Xerox Imaging Systems, Inc. --------------------------- ***PROXY*** -----END PRIVACY-ENHANCED MESSAGE-----