-----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, WUHrERUaDT6I114WnF5e/thw7IYceyBjbfuDZfM1tb4Njd47jvaa8pJO/MLWRJrt dELVpPCTOmbLiJDZFJW4lQ== 0000950144-99-000467.txt : 19990125 0000950144-99-000467.hdr.sgml : 19990125 ACCESSION NUMBER: 0000950144-99-000467 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990122 GROUP MEMBERS: EM WARBURG PINCUS & CO LLC GROUP MEMBERS: WARBURG PINCUS & CO GROUP MEMBERS: WARBURG PINCUS INVESTORS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUS INTERNATIONAL INC CENTRAL INDEX KEY: 0001041333 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943273443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51511 FILM NUMBER: 99509962 BUSINESS ADDRESS: STREET 1: 60 SPEAR ST CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159045000 MAIL ADDRESS: STREET 1: 60 SPEAR STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: INDUS TSW INC DATE OF NAME CHANGE: 19970619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS INVESTORS LP CENTRAL INDEX KEY: 0000929658 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133549187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017-3147 SC 13D/A 1 INDUS INTERNATIONAL INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 3)+ INDUS INTERNATIONAL, INC. - ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 45578L100 - ------------------------------------------------------------------------------- (CUSIP Number) STEPHEN DISTLER 466 LEXINGTON AVENUE NEW YORK, NY 10017 (212) 878-0600 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications JANUARY 13, 1999 - ------------------------------------------------------------------------------- (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. [ ] (Continued on following pages) - ---------- +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 disclosure provided in a prior cover page. The information required in 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. 45578L100 13D AMENDMENT PAGE 2 OF 16 - ---------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WARBURG, PINCUS INVESTORS, L.P. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 18,480,380 SHARES OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 SHARES REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 18,480,380 SHARES - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,480,380 SHARES - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO (LIMITED PARTNERSHIP) - ------------------------------------------------------------------------------- 3 - ---------------------- ------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 3 OF 16 - ---------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WARBURG, PINCUS & CO. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 18,480,380 SHARES OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 SHARES REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 18,480,380 SHARES - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,480,380 SHARES - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------- 4 - ---------------------- ------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 4 OF 16 - ---------------------- ------------------ - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) E.M. WARBURG, PINCUS & CO., LLC - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 18,480,380 SHARES OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 SHARES REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 18,480,380 SHARES - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,480,380 SHARES - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.8% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO (LIMITED LIABILITY COMPANY) - ------------------------------------------------------------------------------- 5 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 5 OF 16 - -------------------------- ------------------------ Pursuant to Rule 13d-2 promulgated under the Exchange Act, this Amendment No. 3 restates and amends the Schedule 13D filed on September 4, 1997, as amended on September 8, 1997 and September 9, 1998, by Warburg, Pincus Investors, L.P., Warburg, Pincus & Co. and E.M. Warburg, Pincus & Co., LLC. ITEM 1. SECURITY AND ISSUER. The title of the class of securities to which this Schedule 13D relates is common stock, par value $0.001 per share ("Common Stock"), of Indus International, Inc., a Delaware corporation ("Indus International" or the "Company"). The principal executive offices of the Company are located at 60 Spear Street, San Francisco, CA 94105. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by and on behalf of (a) Warburg, Pincus Investors, L.P., a Delaware limited partnership ("WPI"); (b) Warburg, Pincus & Co., a New York general partnership ("WP"); and (c) E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW LLC") which manages WPI. WPI, WP and EMW LLC are hereinafter collectively referred to as the "Reporting Entities." The principal business of WPI is that of a partnership engaged in making private equity and venture capital investments. The principal business of WP is acting as general partner of WPI, Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P. and Warburg, Pincus Capital Company, L.P. The principal business of EMW LLC is acting as manager of WPI, Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P. and Warburg, Pincus Capital Company, L.P. WP, the sole general partner of WPI, has a 20% interest in the profits of WPI. Lionel I. Pincus is the managing partner of WP and the managing member of EMW LLC and may be deemed to control both WP and EMW LLC. The members of EMW LLC are substantially the same as the partners of WP. William H. Janeway ("Janeway") and Joseph P. Landy ("Landy"), directors of the Company, are each Managing Directors and members of EMW LLC and general partners of WP. Each of Janeway and Landy disclaims beneficial ownership of the shares to which this statement relates for purposes of Rule 13d-4 under the Exchange Act. The business address of each of the foregoing is 466 Lexington Avenue, New York, NY, 10017. Each of WPI, WP and EMW LLC (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, and (ii) has not been a party during the last five years to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which civil proceeding such person was or is subject to a judgment, 6 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 6 OF 16 - -------------------------- ------------------------ decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Set forth below is the name, position and present principal occupation of each of the general partners of WP and each of the members of EMW LLC. The sole general partner of WPI is WP. Except as otherwise indicated, (i) the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, (ii) each of such persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years, (iii) during the last five years, each of such persons has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which civil proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, and (iv) each of such persons is a citizen of the United States. GENERAL PARTNERS OF WP
Present Principal Occupation in addition to Position with WP Name and Positions with the Reporting Entities Joel Ackerman ..................... Partner of WP; Member and Managing Director of EMW LLC Alvaro J. Aguirre ................. Partner of WP; Member and Managing Director of EMW LLC Harold Brown ...................... Partner of WP; Member and Senior Managing Director of EMW LLC W. Bowman Cutter .................. Partner of WP; Member and Managing Director of EMW LLC Elizabeth B. Dater ................ Partner of WP; Member and Managing Director of EMW LLC Cary J. Davis ..................... Partner of WP; Member and Managing Director of EMW LLC Stephen Distler ................... Partner of WP; Member, Managing Director and Treasurer of EMW LLC Harold W. Ehrlich ................. Partner of WP; Member and Managing Director of EMW LLC Kyle F. Frey ...................... Partner of WP; Member and Managing Director of EMW LLC John L. Furth ..................... Partner of WP; Member and Managing Director of EMW LLC Stewart K. P. Gross ............... Partner of WP; Member and Managing Director of EMW LLC Patrick T. Hackett ................ Partner of WP; Member and Managing Director of EMW LLC Jeffrey A. Harris ................. Partner of WP; Member and Managing Director of EMW LLC William H. Janeway ................ Partner of WP; Member and Senior Managing Director of EMW LLC Robert Janis ...................... Partner of WP; Member and Managing Director of EMW LLC Douglas M. Karp ................... Partner of WP; Member and Managing Director of EMW LLC Charles R. Kaye ................... Partner of WP; Member and Managing Director of EMW LLC Henry Kressel ..................... Partner of WP; Member and Managing Director of EMW LLC Joseph P. Landy ................... Partner of WP; Member and Managing Director of EMW LLC Sidney Lapidus .................... Partner of WP; Member and Managing Director of EMW LLC Kewsong Lee ....................... Partner of WP; Member and Managing Director of EMW LLC
7 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 7 OF 16 - -------------------------- ------------------------ Reuben S. Leibowitz ............... Partner of WP; Member and Managing Director of EMW LLC S. Joshua Lewis ................... Partner of WP; Member and Managing Director of EMW LLC David E. Libowitz ................. Partner of WP; Member and Managing Director of EMW LLC Brady T. Lipp ..................... Partner of WP; Member and Managing Director of EMW LLC Stephen J. Lurito ................. Partner of WP; Member and Managing Director of EMW LLC Lynn S. Martin .................... Partner of WP; Member and Managing Director of EMW LLC Nancy Martin ...................... Partner of WP; Member and Managing Director of EMW LLC Edward J. McKinley ................ Partner of WP; Member and Managing Director of EMW LLC Rodman W. Moorhead III ............ Partner of WP; Member and Senior Managing Director of EMW LLC Maryanne Mullarkey ................ Partner of WP; Member and Managing Director of EMW LLC Howard H. Newman .................. Partner of WP; Member and Managing Director of EMW LLC Gary D. Nusbaum ................... Partner of WP; Member and Managing Director of EMW LLC Sharon B. Parente ................. Partner of WP; Member and Managing Director of EMW LLC Dalip Pathak ...................... Partner of WP; Member and Managing Director of EMW LLC Daphne D. Philipson ............... Partner of WP; Member and Managing Director of EMW LLC Lionel I. Pincus .................. Managing Partner of WP; Managing Member, Chairman of the Board and Chief Executive Officer of EMW LLC Eugene L. Podsiadlo ............... Partner of WP; Member and Managing Director of EMW LLC Ernest H. Pomerantz ............... Partner of WP; Member and Managing Director of EMW LLC Brian S. Posner ................... Partner of WP; Member and Managing Director of EMW LLC Arnold M. Reichman ................ Partner of WP; Member and Managing Director of EMW LLC Roger Reinlieb .................... Partner of WP; Member and Managing Director of EMW LLC John D. Santoleri ................. Partner of WP; Member and Managing Director of EMW LLC Steven G. Schneider ............... Partner of WP; Member and Managing Director of EMW LLC Donald C. Schultheis .............. Partner of WP; Member and Managing Director of EMW LLC Sheila N. Scott ................... Partner of WP; Member and Managing Director of EMW LLC Harold Sharon ..................... Partner of WP; Member and Managing Director of EMW LLC Eugene J. Siembieda ............... Partner of WP; Member and Managing Director of EMW LLC Barbara Tarmy ..................... Partner of WP; Member and Managing Director of EMW LLC James E. Thomas ................... Partner of WP; Member and Managing Director of EMW LLC Donna M. Vandenbulcke ............. Partner of WP; Member and Managing Director of EMW LLC John L. Vogelstein ................ Partner of WP; Member and Vice Chairman of EMW LLC Elizabeth H. Weatherman ........... Partner of WP; Member and Managing Director of EMW LLC Patricia F. Widner ................ Partner of WP; Member and Managing Director of EMW LLC
Pincus & Co. (1) NL & Co. (2) - ---------- (1) New York limited partnership; primary activity is ownership interest in WP and EMW LLC. 8 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 8 OF 16 - -------------------------- ------------------------ (2) New York limited partnership; primary activity is ownership interest in WP. MEMBERS OF EMW LLC
Present Principal Occupation in addition to Position with WP Name and Positions with the Reporting Entities Joel Ackerman ..................... Member and Managing Director of EMW LLC; Partner of WP Alvaro J. Aguirre ................. Member and Managing Director of EMW LLC; Partner of WP Harold Brown ...................... Member and Senior Managing Director of EMW LLC; Partner of WP W. Bowman Cutter .................. Member and Managing Director of EMW LLC; Partner of WP Elizabeth B. Dater ................ Member and Managing Director of EMW LLC; Partner of WP Cary J. Davis ..................... Member and Managing Director of EMW LLC; Partner of WP Stephen Distler ................... Member, Managing Director and Treasurer of EMW LLC; Partner of WP P. Nicholas Edwards (2) ........... Member and Managing Director of EMW LLC Harold W. Ehrlich ................. Member and Managing Director of EMW LLC; Partner of WP Kyle F. Frey ...................... Member and Managing Director of EMW LLC; Partner of WP John L. Furth ..................... Member and Managing Director of EMW LLC; Partner of WP Stewart K. P. Gross ............... Member and Managing Director of EMW LLC; Partner of WP Patrick T. Hackett ................ Member and Managing Director of EMW LLC; Partner of WP Jeffrey A. Harris ................. Member and Managing Director of EMW LLC; Partner of WP William H. Janeway ................ Member and Senior Managing Director of EMW LLC; Partner of WP Robert Janis ...................... Member and Managing Director of EMW LLC; Partner of WP Douglas M. Karp ................... Member and Managing Director of EMW LLC; Partner of WP Charles R. Kaye ................... Member and Managing Director of EMW LLC; Partner of WP Richard H. King (2) ............... Member and Managing Director of EMW LLC Henry Kressel ..................... Member and Managing Director of EMW LLC; Partner of WP Rajiv B. Lall (4) ................. Member and Managing Director of EMW LLC Joseph P. Landy ................... Member and Managing Director of EMW LLC; Partner of WP Sidney Lapidus .................... Member and Managing Director of EMW LLC; Partner of WP Kewsong Lee ....................... Member and Managing Director of EMW LLC; Partner of WP Reuben S. Leibowitz ............... Member and Managing Director of EMW LLC; Partner of WP S. Joshua Lewis ................... Member and Managing Director of EMW LLC; Partner of WP Scott T. Lewis (1) ................ Member and Managing Director of EMW LLC David E. Libowitz ................. Member and Managing Director of EMW LLC; Partner of WP Brady T. Lipp ..................... Member and Managing Director of EMW LLC; Partner of WP Stephen J. Lurito ................. Member and Managing Director of EMW LLC; Partner of WP John W. MacIntosh (1) ............. Member and Managing Director of EMW LLC
9 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 9 OF 16 - -------------------------- ------------------------ Lynn S. Martin .................... Member and Managing Director of EMW LLC; Partner of WP Nancy Martin ...................... Member and Managing Director of EMW LLC; Partner of WP Edward J. McKinley ................ Member and Managing Director of EMW LLC; Partner of WP James McNaught-Davis (2) .......... Member and Managing Director of EMW LLC Rodman W. Moorhead III ............ Member and Managing Director of EMW LLC; Partner of WP Maryanne Mullarkey ................ Member and Managing Director of EMW LLC; Partner of WP Howard H. Newman .................. Member and Managing Director of EMW LLC; Partner of WP Gary D. Nusbaum ................... Member and Managing Director of EMW LLC; Partner of WP Sharon B. Parente ................. Member and Managing Director of EMW LLC; Partner of WP Dalip Pathak ...................... Member and Managing Director of EMW LLC; Partner of WP Lionel I. Pincus .................. Member, Chairman of the Board and Chief Executive Officer of EMW LLC; Managing Partner of WP Eugene L. Podsiadlo ............... Mand Managing Director of EMW LLC; Partner of WP Ernest H. Pomerantz ............... Member and Managing Director of EMW LLC; Partner of WP Brian S. Posner ................... Member and Managing Director of EMW LLC; Partner of WP Arnold M. Reichman ................ Member and Managing Director of EMW LLC; Partner of WP Roger Reinlieb .................... Member and Managing Director of EMW LLC; Partner of WP John D. Santoleri ................. Member and Managing Director of EMW LLC; Partner of WP Steven G. Schneider ............... Member and Managing Director of EMW LLC; Partner of WP Donald C. Schultheis .............. Member and Managing Director of EMW LLC; Partner of WP Sheila N. Scott ................... Member and Managing Director of EMW LLC; Partner of WP Harold Sharon ..................... Member and Managing Director of EMW LLC; Partner of WP Dominic H. Shorthouse (2) ......... Member and Managing Director of EMW LLC Eugene J. Siembieda ............... Member and Managing Director of EMW LLC; Partner of WP Chang Q. Sun (3) .................. Member and Managing Director of EMW LLC Barbara Tarmy ..................... Member and Managing Director of EMW LLC; Partner of WP James E. Thomas ................... Member and Managing Director of EMW LLC; Partner of WP Donna M. Vandenbulcke ............. Member and Managing Director of EMW LLC; Partner of WP John L. Vogelstein ................ Member and Vice Chairman of EMW LLC; Partner of WP Elizabeth H. Weatherman ........... Member and Managing Director of EMW LLC; Partner of WP Patricia F. Widner ................ Member and Managing Director of EMW LLC; Partner of WP Jeremy S. Young (2) ............... Member and Managing Director of EMW LLC Pincus & Co. (5)
- ---------- (1) Citizen of Canada. (2) Citizen of United Kingdom. (3) Citizen of China. (4) Citizen of India. 10 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 10 OF 16 - -------------------------- ------------------------ (5) New York limited partnership; primary activity is ownership interest in WP and EMW LLC. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On August 25, 1997, WPI acquired 9,249,732 shares of the Company's Common Stock and warrants to purchase an aggregate of 3,702,877 shares of the Company's Common Stock as a result of the combination (the "Merger") of The Indus Group, Inc., a California corporation ("Indus Group"), and TSW International, Inc., a Georgia corporation ("TSW"), pursuant to an Agreement and Plan of Merger and Reorganization, dated as of June 5, 1997, and amended on July 21, 1997, by and among the Company, Indus Group and TSW. As a result of the Merger, TSW Sub, Inc., a Georgia corporation and wholly-owned subsidiary of the Company ("TSW Sub"), merged with and into TSW, with TSW as a surviving corporation, and (a) each outstanding share of common stock of TSW ("TSW Common Stock"), and each outstanding share of preferred stock of TSW ("TSW Preferred Stock"), was converted into approximately 2.73 shares of the Company's Common Stock; (b) the outstanding subordinated floating rate notes of TSW (including accrued interest thereon) were exchanged for an aggregate of 1,235,879 shares of the Company's Common Stock; (c) all rights to receive any unpaid dividends on TSW Preferred Stock were converted into an aggregate of 53,937 shares of the Company's Common Stock and (d) each outstanding option or warrant to purchase TSW Common Stock was converted into an option or warrant, respectively, to purchase that number of shares of Common Stock determined by multiplying the number of shares of TSW Common Stock subject to such option or warrant by approximately 2.73, at an exercise price per share of Common Stock equal to the exercise price per share of TSW Common Stock pursuant to such option or warrant divided by approximately 2.73. Immediately prior to the Merger, WPI held all of the outstanding shares of TSW Preferred Stock, which preferred stock and all unpaid dividends thereon were exchanged in the Merger for an aggregate of approximately 8,102,962 shares of the Company's Common Stock. In addition, WPI held warrants to purchase an aggregate of 1,354,000 shares of TSW Common Stock, which warrants were exchanged in the Merger for warrants to purchase an aggregate of 3,702,877 shares of the Company's Common Stock. In addition, the aggregate principal balance of all subordinated notes held by WPI and all accrued interest thereon immediately prior to the TSW Merger totaled $19,572,366.84, which notes and accrued interests were exchanged in the Merger for approximately 1,222,795 shares of the Company's Common Stock. Approximately 76,025 shares of the Company's Common Stock received in exchange for shares of TSW Preferred Stock and unpaid dividends thereon, warrants to purchase TSW Common Stock and subordinated notes (and all accrued interest thereon) held by WPI were distributed to John R. Oltman pursuant to a Consulting Agreement dated July 1, 1996 between WPI and JRO Consulting Inc. ("JRO"). In addition, WPI and JRO entered into a Stock Option Agreement (the "JRO Option") dated July 1, 1996, pursuant to which WPI granted to JRO an option to purchase 11 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 11 OF 16 - -------------------------- ------------------------ shares of TSW common stock, which option expires on July 1, 2001. As a result of the Merger, the JRO Option became an option to purchase up to 330,934 shares of the Company's Common Stock. During August 1998, WPI purchased for cash on the open market additional shares of the Company's Common Stock (the "August 1998 Purchases") as follows:
Number Aggregate Date of Shares Price Per Share ($) Consideration ($) ---- --------- ------------------- ----------------- August 12, 1998 200,000 5.3125 1,062,500 August 17, 1998 73,800 6.00 442,800 August 18, 1998 50,000 6.125 306,250 August 19, 1998 125,000 6.00 750,000 August 24, 1998 55,000 5.625 309,375 August 26, 1998 22,500 5.3472 120,312 -------- --------- Total 526,300 2,991,237 ======== =========
The total amount of funds required by WPI to purchase 526,300 shares of the Company's Common Stock in the August 1998 Purchases was approximately $2,991,237 and was furnished from the working capital of WPI. On September 10, 1998, WPI purchased (the "September Purchase") for cash on the open market 25,000 shares of the Company's Common Stock at a per share price of $5.625. The total amount of funds required by WPI to purchase such 25,000 shares was approximately $140,625 and was furnished from the working capital of WPI. On December 31, 1998, JRO partially exercised the JRO Option to purchase 50,000 shares of the Company's Common Stock and elected to have 26,471 shares of Common Stock withheld to pay the option exercise price. As a result, WPI transferred 23,529 shares of Common Stock to JRO. WPI entered into a Stock Purchase Agreement dated January 13, 1999 with Robert W. Felton and the Company (the "Felton Purchase Agreement"). Under the Felton Purchase Agreement, WPI purchased 5,000,000 shares of the Company's Common Stock from Mr. Felton (the "Felton Purchase") at a per share price of $5.00. The total amount of funds required by WPI for the Felton Purchase was $25.0 million and was furnished from the working capital of WPI. ITEM 4. PURPOSE OF TRANSACTION. For a discussion of the reasons for the Merger, see "Reasons for the Merger," in the Joint Proxy Statement of Indus Group and TSW/Prospectus of the Indus International (File No. 12 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 12 OF 16 - -------------------------- ------------------------ 333-33113), which was filed on August 7, 1997, at pages 33-35, which section is incorporated herein by this reference. The August 1998 Purchases, the September Purchase and the Felton Purchase were effected by WPI because of the Reporting Entities' belief that the Company represented, and that the Company continues to represent, an attractive investment. The Reporting Entities may from time to time acquire shares of the Company's Common Stock or dispose of shares of Common Stock through open market or privately negotiated transactions or otherwise, depending on existing market conditions and other considerations discussed below. The Reporting Entities intend to review their investment in the Company on a continuing basis and, depending upon the price and availability of shares of Common Stock, subsequent developments affecting the Company, the Company's business and prospects, other investment and business opportunities available to the Reporting Entities, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase, or to decrease, the size of their investment in the Company. The Company, Robert W. Felton, and WPI have entered into a Nomination Agreement that provides that for so long as WPI continues to own more than 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to nominate two persons to the Company's board of directors, and that for so long as WPI continues to own between 7% and 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to nominate one person to the Company's board of directors. The Nomination Agreement also provides that for so long as Mr. Felton continues to own more than 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be permitted to nominate two persons to the Company's board of directors, and that for so long as Mr. Felton continues to own between 7% and 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be permitted to nominate one person to the Company's board of directors, which nominees in each instance may include Mr. Felton. Under the Nomination Agreement, the Company is obligated to use its best efforts to cause to be voted the shares of the Company's Common Stock for which the Company's management or board of directors holds proxies or is otherwise entitled to vote in favor of the election of WPI's and Mr. Felton's designees and to cause the Company's board of directors to unanimously recommend to its stockholders to vote in favor of the nominees of WPI and Mr. Felton. WPI and JRO have entered into a Stock Option Agreement dated July 1, 1996, pursuant to which JRO has the right to purchase from WPI up to 330,934 shares of the Company's Common Stock. Such option expires on July 1, 2001. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) WPI, WP and EMW LLC each own beneficially 18,480,380 shares of the Company's Common Stock, which constitute 52.8% of the outstanding shares of the Company's Common Stock. WPI, WP and EMW LLC share voting and dispositive power over such shares, 13 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 13 OF 16 - -------------------------- ------------------------ and Janeway and Landy may be deemed to share voting or dispositive power over such shares. Each of Janeway and Landy disclaims beneficial ownership of the shares to which this statement relates for purposes of Rule 13d-4 under the Exchange Act. (c) During the past sixty days, the only transactions by WPI, WP or EMW LLC involving the Company's Common Stock were the JRO Option Exercise and the Felton Purchase. See "Item 3. Source and Amount of Funds or Other Consideration." (d) Inapplicable. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Under the Felton Purchase Agreement, WPI agrees that with respect to any proposal presented to the Company's stockholders it will exercise its voting right with respect to any shares of capital stock of the Company owned by it such that the votes of WPI and its affiliates are limited to 50% or less of the votes eligible to be cast on such proposal, except that WPI may vote its shares of capital stock in excess of such 50% vote in the same proportions as the other stockholders of the Company vote their shares of capital stock entitled to vote on such proposal. In connection with the Felton Purchase, Robert W. Felton entered into a letter agreement pursuant to which he agreed not to transfer his remaining shares of the Company's Common Stock for a one-year period without WPI's consent, subject to certain exceptions. As described in Item 4 herein, the Company, Robert W. Felton and WPI have entered into a Nomination Agreement that provides that for so long as WPI continues to own more than 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to nominate two members to the Company's board of directors, and that for so long as WPI continues to own between 7% and 15% of the outstanding shares of the Company's Common Stock, WPI will be permitted to nominate one nominee to the Company's board of directors. The Nomination Agreement also provides that for so long as Mr. Felton continues to own more than 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be permitted to nominate two members to the Company's board of directors, and that for so long as Mr. Felton continues to own between 7% and 15% of the outstanding shares of the Company's Common Stock, Mr. Felton will be permitted to nominate one nominee to the Company's board of directors, which nominees in each instance may include Mr. Felton. Under the Nomination Agreement, the Company is obligated to use its best efforts to cause to be voted the shares of the Company's Common Stock for which the Company's management or board of directors holds proxies or is otherwise entitled to vote in favor of the election of WPI's and Mr. Felton's designees and to cause the Company's board of directors to unanimously recommend to its stockholders to vote in favor of the nominees of WPI and Mr. Felton. 14 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 14 OF 16 - -------------------------- ------------------------ The Issuer, WPI, Robert W. Felton, Richard W. MacAlmon, John W. Blend, III and John R. Oltman have entered into a Registration Agreement dated August 25, 1997 with respect to the Company's Common Stock. As described in Item 4 herein, WPI has granted to JRO an option to purchase the Company's Common Stock. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Entities have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto. 15 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 15 OF 16 - -------------------------- ------------------------ ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following documents are filed as exhibits: 1. Agreement and Plan of Merger and Reorganization between the Company, Indus Group and TSW dated as of June 5, 1997, and as amended on July 21, 1997. (Incorporated by reference to Appendix A-1 of the Joint Proxy Statement of Indus Group and TSW/Prospectus of the Company (Registration No. 333-33113), filed August 7, 1997 (the "Joint Proxy Statement/Prospectus")). 2. Form of Agreement of Merger of the Company, Indus Group and Indus Sub, Inc. (Incorporated by reference to Appendix A-2 of the Joint Proxy Statement/Prospectus). 3. Form of Agreement and Plan of Merger of the Company, TSW and TSW Sub (Incorporated by reference to Appendix A-3 of the Joint Proxy Statement/Prospectus). 4. Nomination Agreement among the Company, WPI and Robert W. Felton (Incorporated by reference to Exhibit 4.6 of the Joint Proxy Statement/Prospectus). 5. Joint Filing Agreement dated September 9, 1998 between the Reporting Entities (Incorporated by reference to Exhibit 5 of Amendment No. 1 to the Reporting Entities' Schedule 13D filed on September 9, 1997). 6. Registration Rights Agreement dated August 25, 1997 between the Company, WPI, Robert W. Felton, Richard W. MacAlmon, John W. Blend, III and John R. Oltman (Incorporated by reference to Exhibit 4.1 of the Joint Proxy Statement/Prospectus). 7. WPI Stock Option Agreement dated July 1, 1996 between WPI and JRO (Incorporated by reference to Exhibit 7 of Amendment No. 1 to the Reporting Entities' Schedule 13D filed on September 9, 1997). 8. Stock Purchase Agreement dated January 13, 1999 between Robert W. Felton, WPI and the Company. 9. Letter dated January 13, 1999 from Robert W. Felton to WPI. 16 - -------------------------- ------------------------ CUSIP NO. 45578L100 13D AMENDMENT PAGE 16 OF 16 - -------------------------- ------------------------ 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. Dated: January 21, 1999 WARBURG, PINCUS INVESTORS, L.P. By: Warburg, Pincus & Co. General Partner By: /s/ Stephen Distler ----------------------------------- Stephen Distler Partner WARBURG, PINCUS & CO. By: /s/ Stephen Distler ----------------------------------- Stephen Distler Partner E.M. WARBURG, PINCUS & CO., LLC By: /s/ Stephen Distler ----------------------------------- Stephen Distler Managing Director and Member 17 EXHIBIT INDEX 1. Agreement and Plan of Merger and Reorganization between the Company, Indus Group and TSW dated as of June 5, 1997, and as amended on July 21, 1997. (Incorporated by reference to Appendix A-1 of the Joint Proxy Statement of Indus Group and TSW/Prospectus of the Company (Registration No. 333-33113), filed August 7, 1997 (the "Joint Proxy Statement/Prospectus")). 2. Form of Agreement of Merger of the Company, Indus Group and Indus Sub, Inc. (Incorporated by reference to Appendix A-2 of the Joint Proxy Statement/Prospectus). 3. Form of Agreement and Plan of Merger of the Company, TSW and TSW Sub (Incorporated by reference to Appendix A-3 of the Joint Proxy Statement/Prospectus). 4. Nomination Agreement among the Company, WPI and Robert W. Felton (Incorporated by reference to Exhibit 4.6 of the Joint Proxy Statement/Prospectus). 5. Joint Filing Agreement dated September 9, 1998 between the Reporting Entities (Incorporated by reference to Exhibit 5 of Amendment No. 1 to the Reporting Entities' Schedule 13D filed on September 9, 1997). 6. Registration Rights Agreement dated August 25, 1997 between the Company, WPI, Robert W. Felton, Richard W. MacAlmon, John W. Blend, III and John R. Oltman (Incorporated by reference to Exhibit 4.1 of the Joint Proxy Statement/Prospectus). 7. WPI Stock Option Agreement dated July 1, 1996 between WPI and JRO (Incorporated by reference to Exhibit 7 of Amendment No. 1 to the Reporting Entities' Schedule 13D filed on September 9, 1997). 8. Stock Purchase Agreement dated January 13, 1999 between Robert W. Felton, WPI and the Company. 9. Letter dated January 13, 1999 from Robert W. Felton to WPI. EX-99.8 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT 8 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made by and among Robert Felton ("Seller"), Warburg, Pincus Investors, L.P. ("Buyer") and Indus International, Inc. (the "Company") as of January 13, 1999. RECITALS A. Seller desires to sell Five Million (5,000,000) shares of Common Stock of the Company owned by him (the "Shares") to Buyer; B. Buyer desires to buy the Shares from Seller; and C. Company is willing to waive any rights it may have under its corporate policies to prohibit the sale of the Shares from Buyer to Seller provided that Buyer agrees to vote shares of Common Stock of the Company held by it in the manner described herein; Therefore, in consideration of the above recitals and the mutual covenants herein contained, the Parties agree as follows: 1. The Shares Transaction. 1.1 Purchase and Sale of Shares. Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer the Shares at a price per Share of $5.00 for aggregate consideration of $25,000,000 (the "Purchase Price"). 1.2 Closing Date. The closing of the purchase and sale of the Shares hereunder (the "Closing") shall be held at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304 on January 15, 1999 or such other time and place as the parties shall agree to (the "Closing Date"). 1.3 Delivery. At Closing, Seller shall deliver to Buyer a certificate representing the Shares duly endorsed to Buyer against delivery to Seller of check or wire transfer payable to the order of Seller in the amount of the Purchase Price. 1.4 Waiver by Company. The Company waives any rights it may have under any of its corporate policies to restrict the transactions described above in this Section 1. 2. Representation and Warranties of Buyer and Seller. 2.1 Title of Seller. Seller hereby represents that Seller has full right, title and ownership in the Shares free of any liens or encumbrances. 1 2 2.2 Buyer's Knowledge. Buyer hereby represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and that it has had full access to all material information relating to the Company necessary to evaluate such transactions. 2.3 Seller's Knowledge. Seller hereby represents that he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the transactions contemplated by this Agreement and that he has had full access to all material information relating to the Company necessary to evaluate such transactions. 2.4 Legend. Buyer understands that the Shares will be considered "restricted securities" under the Securities Act of 1933, as amended and will bear an appropriate legend reflecting that status. 3. Voting Agreement. 3.1 Voting. With respect to any proposal (including proposals relating to the election of directors) presented to the holders of the capital stock of the Company whether at an annual or special meeting of stockholders or pursuant to a written consent, Buyer shall exercise its voting rights with respect to any shares of capital stock of the Company owned by it such that shares of capital stock of the Company owned by Buyer or its affiliates (collectively "Warburg Shares") are voted as follows: (a) Buyer may vote in its sole and absolute discretion its Warburg Shares such that the Warburg Shares voted by it pursuant to this Clause 3.1(a) plus all other Warburg Shares voted on such proposal represent 50% or less of the votes eligible to be cast on such proposal. (b) Buyer shall vote its Warburg Shares not voted pursuant to clause (a) above, if any, in the same proportions as the other stockholders of the Company vote their shares of capital stock entitled to vote on such proposal. 3.2 Enforcement. Buyer and Company hereby agree that it is impossible to measure in money the damages which will accrue to Company as a result of a failure by Buyer to perform its obligations under this Section 3 and agree that the terms of this Section 3 shall be specifically enforceable. If the Company institutes any action or proceeding to specifically enforce the provisions hereof, Buyer hereby waives the claim or defense therein that Company has an adequate remedy at law, and Buyer shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. 3.3 Waiver. Buyer's obligations under this Section 3 may be waived, terminated or modified only by the written agreement of Buyer and Company. 4. Miscellaneous. 4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to any provisions thereof relating to conflicts of laws among different jurisdictions. 2 3 The parties hereby agree to submit to the jurisdiction of the federal and state courts of the State of California with respect to the breach or interpretation of this Agreement or the enforcement of any and all rights, duties, liabilities, obligations, powers, and other relations between the parties arising under this Agreement. 4.2 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by Buyer, Seller or the Company and the closing of the transactions contemplated hereby. 4.3 Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 4.4 Entire Agreement; Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Except as provided in Section 3, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by Buyer, Seller and Company. 4.5 Notices, Etc. All notices and other communications required or permitted hereunder, shall be in writing and shall be personally delivered, sent by facsimile, mailed by registered or certified mail, postage prepaid, return receipt requested, or delivered by a nationally recognized overnight courier, addressed: If to Buyer: Warburg, Pincus Investors, L.P. 466 Lexington Avenue New York, New York 10017 Attn: Joseph P. Landy If to Seller: Robert Felton 91 Tiger Tail Court Orinda, CA 94563 If to Company: Indus International, Inc. 60 Spear Street San Francisco, CA 94105 Any such notice or communication shall be deemed to have been received (A) in the case of personal delivery or delivery by telecopier, on the date of such delivery, (B) in the case of a commercial overnight courier, on the next business day after the date when sent and (C) in the case of mailing, on the third business day following that on which the piece of mail containing such communication is posted. 4.6 Waiver of Conflict. Each party to this Agreement that has been or continues to be represented by Wilson, Sonsini, Goodrich & Rosati, counsel to the Company, hereby 3 4 acknowledges that Rule 3-310 of the Rules of Professional Conduct promulgated by the State Bar of California requires an attorney to avoid representations in which the attorney has or had a relationship with another party interested in the representation without the informed written consent of all parties affected. By executing this Agreement, each such party gives his or its informed written consent to the representation of the Company by Wilson, Sonsini, Goodrich & Rosati in connection with this Agreement and the transactions contemplated hereby. 4.7 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. 4.8 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one instrument. In witness whereof, the parties have executed this Agreement as of the first date set above. SELLER BUYER Warburg, Pincus Investors, L.P. By: Warburg, Pincus & Co., its General Partner /s/ Robert W. Felton By: /s/ Joseph P. Landy - ------------------------------- --------------------- Robert W. Felton COMPANY /s/ William J. Grabske - ------------------------------- William J. Grabske 4 EX-99.9 3 RESTRICTION ON SALE OF STOCK 1 EXHIBIT 9 ROBERT FELTON 91 TIGER TAIL COURT ORINDA, CALIFORNIA 94563 January 13, 1999 Warburg, Pincus Investors, L.P. 466 Lexington Avenue New York, New York 10017 Re: Restriction on Sale of Stock of Indus International, Inc. Ladies and Gentlemen: Reference is made to the Stock Purchase Agreement, dated as of January 13, 1999 (the "Stock Purchase Agreement"), by and among the undersigned, Warburg, Pincus Investors, L.P. ("WPI") and Indus International, Inc. (the "Company"), in connection with the sale of 5,000,000 shares of common stock, par value $.001 per share (the "Common Stock"), of the Company by the undersigned to WPI. The undersigned is the owner of record or beneficially of certain additional shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock. The delivery of this letter is a condition to the transaction contemplated by the Stock Purchase Agreement. The undersigned recognizes that the transaction contemplated by the Stock Purchase Agreement will be of benefit to the undersigned and the undersigned acknowledges that you and the Company are relying on the representations and agreements of the undersigned contained in this letter in entering into the transaction contemplated by the Stock Purchase Agreement. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of WPI, directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer or otherwise dispose of, any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned (after giving effect to the transaction contemplated by the Stock Purchase Agreement), or publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date hereof and continuing until the first anniversary of the date hereof; provided, however, that in the event WPI disposes of shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares 1 2 of Common Stock, for aggregate net proceeds in excess of $1,000,000, then the undersigned shall be permitted to dispose of Common Stock or such other securities bearing the same proportion to the undersigned's aggregate ownership of the Company as the securities disposed of by WPI bear to its aggregate ownership of the Company, subject to the rights and limitations of any applicable registration rights or other agreements. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned other than in compliance with the forgoing restrictions. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Very truly yours, /s/ Robert Felton Acknowledged: Warburg, Pincus Investors, L.P. By: Warburg, Pincus & Co., its General Partner By: /s/ Joseph P. Landy --------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----