-----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, D1iOx1paKP9k6R4NW1NghGA5Fhvx+48ZkaV1O/p8DKeTyOr/WSgsWcKE3WVfBt4W oTDHa9+loDNJ607/VHSHNg== 0001047469-03-004388.txt : 20030207 0001047469-03-004388.hdr.sgml : 20030207 20030207142838 ACCESSION NUMBER: 0001047469-03-004388 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030207 GROUP MEMBERS: ANN H. LAMONT GROUP MEMBERS: BANDEL L. CARANO GROUP MEMBERS: DAVID B. WALROD GROUP MEMBERS: EDWARD F. GLASSMEYER GROUP MEMBERS: FREDRIC W. HARMAN GROUP MEMBERS: GERALD R. GALLAGHER GROUP MEMBERS: OAK ASSOCIATES IX, LLC GROUP MEMBERS: OAK ASSOCIATES X, LLC GROUP MEMBERS: OAK INVESTMENT PARTNERS IX, LIMITED PARTNERSHIP GROUP MEMBERS: OAK INVESTMENT PARTNERS X, LIMITED PARTNERSHIP GROUP MEMBERS: OAK IX AFFILIATES FUND - A, LIMITED PARTNERSHIP GROUP MEMBERS: OAK IX AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK IX AFFILIATES, LLC GROUP MEMBERS: OAK X AFFILIATES FUND, LIMITED PARTNERSHIP GROUP MEMBERS: OAK X AFFILIATES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WIRELESS FACILITIES INC CENTRAL INDEX KEY: 0001069258 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 133818604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58149 FILM NUMBER: 03544330 BUSINESS ADDRESS: STREET 1: 9805 SCRANTON RD STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6198242929 MAIL ADDRESS: STREET 1: 9805 SCRANTON ROAD STREET 2: SUITE 100 CITY: SAN DIEGO STATE: CA ZIP: 92121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK MANAGEMENT CORP CENTRAL INDEX KEY: 0001030818 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032268346 MAIL ADDRESS: STREET 1: ONE GORHAM ISLAND CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G/A 1 a2102523zsc13ga.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 3)(1) Wireless Facilities, Inc. ------------------------------------------------------------ (Name of Issuer) Common Stock Par Value $0.001 ------------------------------------------------------------ (Title of Class of Securities) 97653A103 ------------------------------------------------------------ (CUSIP Number) December 31, 2002 ------------------------------------------------------------ (Date of Event which requires filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) - ---------- (1) 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 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 ("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. 97653A103 13G Page 2 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Investment Partners IX, Limited Partnership 06-1556218 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 1,933,000 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 1,933,000 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,933,000 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 3.9% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 3 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Associates IX, LLC 06-1556230 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 1,933,000 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 1,933,000 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,933,000 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 3.9% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 4 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak IX Affiliates Fund - A, Limited Partnership 06-1571899 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 46,400 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 46,400 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 46,400 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 5 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak IX Affiliates Fund, Limited Partnership 06-1556229 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 20,600 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 20,600 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 20,600 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.0% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 6 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak IX Affiliates, LLC 06-1556233 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 67,000 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 67,000 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 67,000 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.1% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 7 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Investment Partners X, Limited Partnership 06-1601019 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 8,877,604 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 8,877,604 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,877,604 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 15.6% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 8 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Associates X, LLC 06-1630661 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 8,877,604 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 8,877,604 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,877,604 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 15.6% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 9 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak X Affiliates Fund, Limited Partnership 06-1622220 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power 142,466 Shares of Common Stock Number of 6. Shared Voting Power Shares Not applicable Beneficially Owned by Each 7. Sole Dispositive Power Reporting 142,466 Shares of Common Stock Person With: 8. Shared Dispositive Power Not applicable 9. Aggregate Amount Beneficially Owned by Each Reporting Person 142,466 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.3% 12. Type of Reporting Person* PN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 10 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak X Affiliates, LLC 06-1630662 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 142,466 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 142,466 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 142,466 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 0.3% 12. Type of Reporting Person* OO-LLC SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 11 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Oak Management Corporation 06-0990851 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization Delaware 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 11,020,070 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 11,020,070 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,020,070 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 18.6% 12. Type of Reporting Person* CO SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 12 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Bandel L. Carano 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power 0 Shares of Common Stock Number of 6. Shared Voting Power Shares 11,020,070 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting 0 Shares of Common Stock Person With: 8. Shared Dispositive Power 11,020,070 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,020,070 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 18.6% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 13 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Gerald R. Gallagher 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 2,000,000 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 2,000,000 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 4.0% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 14 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Edward F. Glassmeyer 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 11,020,070 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 11,020,070 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,020,070 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 18.6% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 15 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Fredric W. Harman 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 11,020,070 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 11,020,070 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,020,070 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 18.6% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 16 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Ann H. Lamont 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 11,020,070 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 11,020,070 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,020,070 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 18.6% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 97653A103 13G Page 17 of 29 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) David B. Walrod 2. Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power Not applicable Number of 6. Shared Voting Power Shares 9,020,070 Shares of Common Stock Beneficially Owned by Each 7. Sole Dispositive Power Reporting Not applicable Person With: 8. Shared Dispositive Power 9,020,070 Shares of Common Stock 9. Aggregate Amount Beneficially Owned by Each Reporting Person 9,020,070 Shares of Common Stock 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares* / / 11. Percent of Class Represented by Amount in Row (9) 15.8% 12. Type of Reporting Person* IN SEE INSTRUCTIONS BEFORE FILLING OUT! Page 18 of 29 Schedule 13G Amendment No. 3* Common Stock Par Value $0.001 CUSIP No. 97653A103 ITEM 1(a) NAME OF ISSUER: Wireless Facilities, Inc. ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 4810 Eastgate Mall San Diego, California 92121 ITEM 2(a) NAME OF PERSON FILING: Oak Investment Partners IX, Limited Partnership Oak Associates IX, LLC Oak IX Affiliates Fund - A, Limited Partnership Oak IX Affiliates Fund, Limited Partnership Oak IX Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: c/o Oak Management Corporation One Gorham Island Westport, Connecticut 06880 ITEM 2(c) CITIZENSHIP: Please refer to Item 4 on each cover sheet for each filing person. ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common stock, par value $0.001 per share ITEM 2(e) CUSIP NUMBER: 97653A103 ITEM 3 Not applicable ITEM 4 OWNERSHIP. Page 19 of 29 The approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon 48,187,337 shares of Common Stock outstanding as of November 7, 2002, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002, plus shares issuable upon exercise of options to acquire Common Stock and upon the conversion of Series A Preferred Stock and Series B Preferred Stock as described herein. Amounts shown as beneficially owned by each of Oak Investment Partners X, Limited Partnership ("Oak Investment X"), Oak Associates X, LLC, Oak Management Corporation ("Oak Management"), Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable options to purchase 19,684 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak Investment X, (ii) the 6,889,520 shares of Common Stock into which the shares of Series A Preferred Stock held by Oak Investment X may be converted, and (iii) the 1,968,400 shares of Common Stock into which the shares of Series B Preferred Stock held by Oak Investment X may be converted. Amounts shown as beneficially owned by each of Oak X Affiliates Fund, Limited Partnership ("Oak Affiliates X"), Oak X Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Fredric W. Harman, Ann H. Lamont and David B. Walrod include (i) currently exercisable options to purchase 316 shares of Common Stock, which may be deemed to be held by Bandel L. Carano on behalf of Oak Affiliates X, (ii) the 110,550 shares of Common Stock into which the shares of Series A Preferred Stock held by Oak Affiliates X may be converted, and (iii) the 31,600 shares of Common Stock into which the shares of Series B Preferred Stock held by Oak Affiliates X may be converted. Amounts shown as beneficially owned by each of Oak Investment Partners IX, Limited Partnership ("Oak Investment IX"), Oak Associates IX, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman, and Ann H. Lamont include the 1,933,000 shares of Common Stock into which the shares of Series B Preferred Stock held by Oak Investment IX may be converted. Amounts shown as beneficially owned by each of Oak IX Affiliates Fund-A, Limited Partnership ("Oak Affiliates-A IX"), Oak IX Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman, and Ann H. Lamont include the 46,400 shares of Common Stock into which the shares of Series B Preferred Stock held by Oak Affiliates-A IX may be converted. Amounts shown as beneficially owned by each of Oak IX Affiliates Fund, Limited Partnership ("Oak Affiliates IX"), Oak IX Affiliates, LLC, Oak Management, Bandel L. Carano, Edward F. Glassmeyer, Gerald R. Gallagher, Fredric W. Harman, and Ann H. Lamont include the 20,600 shares of Common Stock into which the shares of Series B Preferred Stock held by Oak Affiliates IX may be converted. By making this filing, the Reporting Persons acknowledge that they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with the securities of the Issuer. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being owned by it, him or her, as the case may be. Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each filing entity. Page 20 of 29 ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: / / ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable ITEM 9 NOTICE OF DISSOLUTION OF GROUP. Not applicable ITEM 10 CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 21 of 29 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. SIGNATURE: Dated: February 7, 2003 Entities: Oak Investment Partners IX, Limited Partnership Oak Associates IX, LLC Oak IX Affiliates Fund - A, Limited Partnership Oak IX Affiliates Fund, Limited Partnership Oak IX Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation By: /s/ Edward F. Glassmeyer ----------------------------- Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod By: /s/ Edward F. Glassmeyer ----------------------------- Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals Page 22 of 29 INDEX TO EXHIBITS
Page ---- EXHIBIT A Agreement of Reporting Persons 23 EXHIBIT B Power of Attorney 24
EX-99.A 3 a2102523zex-99_a.txt EXHIBIT 99A EXHIBIT 99(A) Page 23 of 29 EXHIBIT A AGREEMENT OF REPORTING PERSONS Each of the undersigned hereby agrees that Amendment No. 3 to Schedule 13G filed on the date hereof with respect to the shares of Common Stock of Wireless Facilities, Inc. has been filed on behalf of the undersigned. SIGNATURE: Dated: February 7, 2003 Entities: Oak Investment Partners IX, Limited Partnership Oak Associates IX, LLC Oak IX Affiliates Fund - A, Limited Partnership Oak IX Affiliates Fund, Limited Partnership Oak IX Affiliates, LLC Oak Investment Partners X, Limited Partnership Oak Associates X, LLC Oak X Affiliates Fund, Limited Partnership Oak X Affiliates, LLC Oak Management Corporation By: /s/ Edward F. Glassmeyer ----------------------------- Edward F. Glassmeyer, as General Partner or Managing Member or as Attorney-in-fact for the above-listed entities Individuals: Bandel L. Carano Gerald R. Gallagher Edward F. Glassmeyer Fredric W. Harman Ann H. Lamont David B. Walrod By: /s/ Edward F. Glassmeyer ----------------------------- Edward F. Glassmeyer, Individually and as Attorney-in-fact for the above-listed individuals EX-99.B 4 a2102523zex-99_b.txt EXHIBIT 99B EXHIBIT 99(B) Page 24 of 29 EXHIBIT B POWER OF ATTORNEY The undersigned hereby make, constitute and appoint each of EDWARD F. GLASSMEYER and ANN H. LAMONT, acting jointly or individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned's name, place and stead and on the undersigned's behalf, to complete, execute and file with the United States Securities and Exchange Commission (the "Commission"), a statement on Schedule 13G with respect to the securities of any or all of the following entities: AVENUE A, INC., a Washington corporation; COGENT COMMUNICATIONS GROUP, INC., a Delaware corporation; CONCUR TECHNOLOGIES, INC., a Delaware corporation; INTERNAP NETWORK SERVICES CORPORATION, a Delaware corporation; ODYSSEY HEALTHCARE, INC., a Delaware corporation; REPEATER TECHNOLOGIES, INC., a Delaware corporation; VICINITY CORPORATION, a Delaware corporation; and WIRELESS FACILITIES, INC., a Delaware corporation; and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deems necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations. This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission. Dated: February 7, 2003 Page 25 of 29 Oak Management Corporation By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: President Oak Investment Partners VI, Limited Partnership By: Oak Associates VI, LLC, its general partner By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates VI, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VI Affiliates Fund, Limited Partnership By: Oak VI Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VI Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners VII, Limited Partnership By: Oak Associates VII, LLC, its general partner By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 26 of 29 Oak Associates VII, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VII Affiliates Fund, Limited Partnership By: Oak VII Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VII Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners VIII, Limited Partnership By: Oak Associates VIII, LLC, its general partner By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates VIII, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak VIII Affiliates Fund, Limited Partnership By: Oak VIII Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 27 of 29 Oak VIII Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners IX, Limited Partnership By: Oak Associates IX, LLC, its general partner By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates IX, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak IX Affiliates Fund - A, Limited Partnership By: Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak IX Affiliates Fund, Limited Partnership By: Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Page 28 of 29 Oak IX Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Investment Partners X, Limited Partnership By: Oak Associates X, LLC, its general partner By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak Associates X, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak X Affiliates Fund, Limited Partnership By: Oak X Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member Oak X Affiliates, LLC By: /s/ Edward F. Glassmeyer ---------------------------------- Name: Edward F. Glassmeyer Title: Managing Member /s/ Bandel L. Carano - -------------------------------------- Bandel L. Carano /s/ Gerald R. Gallagher - -------------------------------------- Gerald R. Gallagher Page 29 of 29 /s/ Edward F. Glassmeyer - -------------------------------------- Edward F. Glassmeyer /s/ Fredric W. Harman - -------------------------------------- Fredric W. Harman /s/ Ann H. Lamont - -------------------------------------- Ann H. Lamont /s/ David B. Walrod - -------------------------------------- David B. Walrod -----END PRIVACY-ENHANCED MESSAGE-----