-----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, HHXVjf1yvrvdYyNdAXfcnDlszfHKMO2nAal7HElMXMUAMFOANj9wXJIvsCBoURDe mYYjpj/UBuD8fxnkPfrNxw== 0000950103-05-000233.txt : 20050214 0000950103-05-000233.hdr.sgml : 20050214 20050214141505 ACCESSION NUMBER: 0000950103-05-000233 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: TAILWIND CAPITAL PARTNERS LLC GROUP MEMBERS: THOMAS WEISEL CAPITAL PARTNERS (DUTCH II), L.P. GROUP MEMBERS: THOMAS WEISEL CAPITAL PARTNERS (DUTCH), L.P. GROUP MEMBERS: THOMAS WEISEL CAPITAL PARTNERS EMPLOYEE FUND, L.P. GROUP MEMBERS: THOMAS WEISEL CAPITAL PARTNERS, L.P. GROUP MEMBERS: TWP 2000 CO-INVESTMENT FUND, L.P. GROUP MEMBERS: TWP CEO FOUNDERS' CIRCLE (AI), L.P. GROUP MEMBERS: TWP CEO FOUNDERS' CIRCLE (QP), L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZHONE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001101680 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 223509099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61973 FILM NUMBER: 05607402 BUSINESS ADDRESS: STREET 1: 7001 OAKPORT STREET CITY: OAKLAND STATE: CA ZIP: 94621 BUSINESS PHONE: 5107777000 FORMER COMPANY: FORMER CONFORMED NAME: TELLIUM INC DATE OF NAME CHANGE: 20000911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEISEL THOMAS PARTNERS GROUP LLC/CA CENTRAL INDEX KEY: 0001080163 IRS NUMBER: 943310171 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY STREET 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 MAIL ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3700 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 feb1105_13ga2-zhone.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. 2)


ZHONE TECHNOLOGIES INC.
(Name of Issuer)
 
Common Stock (Par Value $0.001 Per Share)
(Title of Class of Securities)
 
98950P108
(CUSIP Number)
 
December 31, 2004
(Date of Event which Requires Filing of this Statement)

      Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  o Rule 13d-1(b)
  o Rule 13d-1(c)
  x Rule 13d-1(d)

 


1 of 17





CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Partners Group LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

1,413,011
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

1,413,011
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,413,011
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.5%
12 TYPE OF REPORTING PERSON*

OO – HC


Page 2 of 17







CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Tailwind Capital Partners LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

1,394,947
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

1,394,947
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,394,947
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.4%
12 TYPE OF REPORTING PERSON*

OO


Page 3 of 17

 




CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Capital Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

1,198,704
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

1,198,704
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,198,704
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.2%
12 TYPE OF REPORTING PERSON*

PN


Page 4 of 17

 




CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TWP CEO Founders’ Circle (QP), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

101,183
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

101,183
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

101,183
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.1%
12 TYPE OF REPORTING PERSON*

PN


Page 5 of 17

 




CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TWP CEO Founders’ Circle (AI), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

27,694
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

27,694
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,694
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.03%
12 TYPE OF REPORTING PERSON*

PN


Page 6 of 17

 




CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Capital Partners (Dutch), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

28,043
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

28,043
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,043
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.03%
12 TYPE OF REPORTING PERSON*

PN


Page 7 of 17

 




CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Capital Partners (Dutch II), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

28,043
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

28,043
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,043
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.03%
12 TYPE OF REPORTING PERSON*

PN


Page 8 of 17

 





CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Thomas Weisel Capital Partners Employee Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

11,280
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

11,280
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,280
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.01%
12 TYPE OF REPORTING PERSON*

PN


Page 9 of 17

 




CUSIP No. 98950P108 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

TWP 2000 Co-Investment Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o 
(b) x 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

0
6 SHARED VOTING POWER

18,064
7 SOLE DISPOSITIVE POWER

0
8 SHARED DISPOSITIVE POWER

18,064
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,064
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
o 
 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.02%
12 TYPE OF REPORTING PERSON*

PN


Page 10 of 17

 



Item 1(a). Name of Issuer:

Zhone Technologies Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

7001 Oakport Street, Oakland, California 94621

Item 2(a). Name of Persons Filing:

1. Thomas Weisel Partners Group LLC (“TW Group”)
2. Tailwind Capital Partners LLC (“TCP LLC”)
3. Thomas Weisel Capital Partners, L.P. (“TWCP LP”)
4. TWP CEO Founders’ Circle (QP), L.P. (“QP”)
5. TWP CEO Founders’ Circle (AI), L.P. (“AI”)
6. Thomas Weisel Capital Partners Employee Fund, L.P. (“Employee Fund”)
7. Thomas Weisel Capital Partners (Dutch), L.P. (“TWCP Dutch”)
8. Thomas Weisel Capital Partners (Dutch II), L.P. (“TWCP Dutch II”)
9. TWP 2000 Co-Investment Fund, L.P. (“TWP 2000”)

           Numbers 1 through 9 above, the “Filing Persons”.

           The Filing Persons are filing this Schedule 13G jointly pursuant to a Joint Filing Agreement dated February 14, 2005 attached hereto as Exhibit 1.

Item 2(b). Address of Principal Business Office or, if None, Residence:

          The principal business address for TW Group and TWP 2000 is One Montgomery Street, Suite 3700, San Francisco, CA 94104. The principal business address of each of the other Filing Persons is 390 Park Avenue, 17th Floor, New York, NY 10022.

Item 2(c). Citizenship:

The jurisdiction of incorporation for each of the Filing Persons is Delaware.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.001 per share, of the Issuer (the “Common Stock”).

Item 2(e). CUSIP Number:

98950P108

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

  (a)      o Broker or dealer registered under Section 15 of the Exchange Act;
 
  (b)      o Bank as defined in Section 3(a)(6) of the Exchange Act;
 
  (c)      o Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
  (d)      o Investment company registered under Section 8 of the Investment Company Act;
 
  (e)      o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
  (f)      o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 

Page 11 of 17







  (g)      o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
  (h)      o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i)      o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
  (j)      o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
  If this statement is filed pursuant to Rule 13d-1(c), check this box. o

Item 4. Ownership.

          Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

(a) Amount beneficially owned as of December 31, 2004:

TW Group 1,413,011+
TCP LLC 1,394,947^
TWCP LP 1,198,704
QP 101,183
AI 27,694
Employee Fund 11,280
TWCP Dutch 28,043
TWCP Dutch II 28,043
TWP 2000 18,064

         + Includes shares of Common Stock owned by TWCP LP, QP, AI, Employee Fund, TWCP Dutch, TWCP Dutch II and TWP 2000, which may be deemed to be beneficially owned by this Filing Person. TW Group is the managing member of an entity that is (i) the managing member of TCP LLC and (ii) the general partner of TWP 2000.

          ^ Includes shares of Common Stock owned by TWCP LP, QP, AI, Employee Fund, TWCP Dutch, and TWCP Dutch II, which may be deemed to be beneficially owned by this Filing Person. TCP LLC is (i) the general partner of TWCP LP, AI, QP and Employee Fund and (ii) the managing member of the general partner of TWCP (Dutch) and TWCP (Dutch II).

(b) Percent of class as of December 31, 2004:

TW Group 1.5%*+
TCP LLC 1.4%*^
TWCP LP 1.2%*
QP 0.1%*
AI 0.03%*
Employee Fund 0.01%*
TWCP Dutch 0.03%*
TWCP Dutch II 0.03%*
TWP 2000 0.02%*

          * Represents percent of class based on 96,106,000 shares of Common Stock outstanding as reported on the Issuer’s 10-Q filed on November 12, 2004.

          + Percentage includes shares of Common Stock owned by TWCP LP, QP, AI, Employee Fund, TWCP Dutch, TWCP Dutch II and TWP 2000, which may be deemed to be beneficially owned by this Filing Person.

Page 12 of 17



           ^ Includes shares of Common Stock owned by TWCP LP, QP, AI, Employee Fund, TWCP Dutch and TWCP Dutch II, which may be deemed to be beneficially owned by this Filing Person.

(c) Number of shares as to which such person had as of December 31, 2004:

  (i) Sole power to vote or to direct the vote: 0
  (ii) Shared power to vote or to direct the vote: Same response as in Item 4(a) above.
  (iii) Sole power to dispose or to direct the disposition of: 0
  (iv) Shared power to dispose or to direct the disposition of: Same response as in Item 4(a) above.

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. x

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.

Not applicable.

Page 13 of 17




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.

February 14, 2005

THOMAS WEISEL PARTNERS GROUP LLC
     
By: /s/ Jack Helfand
 
  Name: Jack Helfand
  Title: Associate General Counsel
     
TAILWIND CAPITAL PARTNERS LLC
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
     
TAILWIND CAPITAL PARTNERS LLC
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
     
THOMAS WEISEL CAPITAL PARTNERS, L.P.
 
TWP CEO FOUNDERS’ CIRCLE (QP), L.P.
 
TWP CEO FOUNDERS’ CIRCLE (AI), L.P.
 
THOMAS WEISEL CAPITAL PARTNERS
   EMPLOYEE FUND, L.P.
     
By: TAILWIND CAPITAL PARTNERS LLC, as General
  Partner of each of the limited partnerships named above
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
     
THOMAS WEISEL CAPITAL PARTNERS (DUTCH), L.P.
 
THOMAS WEISEL CAPITAL PARTNERS (DUTCH II), L.P.
 
By: THOMAS WEISEL CAPITAL PARTNERS (DUTCH)
LLC, as General Partner of each of the limited partnerships
named above
     
By: TAILWIND CAPITAL PARTNERS LLC, as Managing Member
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner

 

Page 14 of 17







TWP 2000 CO-INVESTMENT FUND, L.P.
     
By: THOMAS WEISEL CAPITAL MANAGEMENT
  LLC, as General Partner
     
By: /s/ Jack Helfand
 
  Name: Jack Helfand
  Title: Associate General Counsel

          The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

          Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

Page 15 of 17





Exhibit 1

Joint Filing Agreement

          The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock, par value $0.001 per share, of Zhone Technologies Inc., is being filed jointly with the Security and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, on behalf of each such person.

Dated: February 14, 2005

THOMAS WEISEL PARTNERS GROUP LLC
     
By: /s/ Jack Helfand
 
  Name: Jack Helfand
  Title: Associate General Counsel
     
TAILWIND CAPITAL PARTNERS LLC
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
     
TAILWIND CAPITAL PARTNERS LLC
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
     
THOMAS WEISEL CAPITAL PARTNERS, L.P.
 
TWP CEO FOUNDERS’ CIRCLE (QP), L.P.
 
TWP CEO FOUNDERS’ CIRCLE (AI), L.P.
 
THOMAS WEISEL CAPITAL PARTNERS
   EMPLOYEE FUND, L.P.
     
By: TAILWIND CAPITAL PARTNERS LLC, as General
  Partner of each of the limited partnerships named above
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
     

 

Page 16 of 17







THOMAS WEISEL CAPITAL PARTNERS (DUTCH), L.P.
 
THOMAS WEISEL CAPITAL PARTNERS (DUTCH II), L.P.
 
By: THOMAS WEISEL CAPITAL PARTNERS (DUTCH)
LLC, as General Partner of each of the limited partnerships
named above
     
By: TAILWIND CAPITAL PARTNERS LLC, as Managing Member
     
By: /s/ James S. Hoch
 
  Name: James S. Hoch
  Title: Managing Partner
 
TWP 2000 CO-INVESTMENT FUND, L.P.
     
By: THOMAS WEISEL CAPITAL MANAGEMENT
  LLC, as General Partner
     
By: /s/ Jack Helfand
 
  Name: Jack Helfand
  Title: Associate General Counsel


Page 17 of 17

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