-----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, BdGOptSy2mV31pWRGP40b+TVxKkgvVzU3lTR90l1YA4cPtwH/Kxm7wmivWy4qAuy YWXUAOhdfuXQnK+upA6SNA== 0000889812-96-000924.txt : 19961018 0000889812-96-000924.hdr.sgml : 19961018 ACCESSION NUMBER: 0000889812-96-000924 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960719 SROS: AMEX SROS: NASD GROUP MEMBERS: ASCOM AG GROUP MEMBERS: ASCOM HOLDING AG GROUP MEMBERS: ASCOM USA INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDENTIX INC CENTRAL INDEX KEY: 0000735780 STANDARD INDUSTRIAL CLASSIFICATION: 7373 IRS NUMBER: 942842496 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38242 FILM NUMBER: 96597026 BUSINESS ADDRESS: STREET 1: 510 N PASTORIA AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087392000 MAIL ADDRESS: STREET 2: 510 N PASTORIA AVE CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASCOM AG CENTRAL INDEX KEY: 0001019270 STANDARD INDUSTRIAL CLASSIFICATION: IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BELPATRASSE 37 CH 3000 STREET 2: BERNE 14 CITY: BERNE STATE: V8 MAIL ADDRESS: STREET 2: 114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 SCHEDULE 13D FOR INDENTIX, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) IDENTIX INCORPORATED --------------------------------------------- (Name of Issuer) COMMON STOCK (NO PAR VALUE) --------------------------------------------- (Title of Class of Securities) 451906101 ------------------------ (CUSIP Number) Identix Incorporated 510 N. Pastoria Avenue Sunnyvale, CA 94086 Attn: Chief Financial Officer (408) 739-2000 Christopher M. Wells, Esq., Coudert Brothers, 1114 Avenue of the Americas New York, New York 10036 (212) 626-4400 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 19, 1996 --------------------------------------------- (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 (b)(3) or (4), check the following box |_|. Check the following box if a fee is being paid with the statement |_|. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Exhibit Index: Page 9 Page 1 of 16 Pages SCHEDULE 13D CUSIP No. 451906101 Page 2 of 16 Pages --------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Ascom Holding AG 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |_| 3 SEC Use Only 4 Source of Funds* 00 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Netherlands Antilles 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 5,418,224 Each Reporting 9 Sole Dispositive Power Person 5,428,224 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,418,224 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| 13 Percent of Class Represented By Amount in Row (11) 28% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 451906101 Page 3 of 16 Pages --------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Ascom USA Inc. 2 Check the Appropriate Box If a Member of a Group* a. |_| b. |_| 3 SEC Use Only 4 Source of Funds* 00 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| 6 Citizenship or Place of Organization Switzerland 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 5,413,224 Each Reporting 9 Sole Dispositive Power Person 5,413,224 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,413,224 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_| 13 Percent of Class Represented By Amount in Row (11) 28% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer The security to which this statement relates is the common stock, no par value, of Identix Incorporated, a California corporation ("Identix" or the "Issuer"), 5,413,224 shares of which are now owned by Ascom USA Inc. (the "Common Stock"). The Issuer's principal executive offices are located at 510 N. Pastoria Avenue, Sunnyvale, California 94086. Item 2. Identity and Background. This Amendment No. 9 (this "Ninth Amended Statement") to Schedule 13D relating to the Common Stock is being filed on behalf of Ascom USA Inc., a Delaware corporation ("Ascom USA"), and Ascom Holding AG, a Swiss corporation which may be deemed to indirectly control Ascom USA ("Ascom AG" and, together with Ascom USA, sometimes collectively referred to herein as the "Reporting Persons"), in order to report certain recent transactions relating to the ownership of the Common Stock by the Reporting Persons. The Reporting Persons are principally engaged, themselves and through their affiliates, in the development, manufacture and distribution of products relating to telecommunications, mailing and measuring equipment and automation of services. Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting persons jointly file this Statement. A copy of their Joint Filing Agreement is attached hereto as Exhibit A. The principal office and business of Ascom USA is located at 9 East Ninth Street, Apt. 1, New York, NY 10003. The executive officers and directors of Ascom USA are set forth on Exhibit C. The principal office and business of Ascom AG is located at Belpstrasse 37, CH-3000 Bern 14, Switzerland. This Ninth Amended Statement amends the initial Schedule 13D filed with the Securities and Exchange Commission on behalf of Ascom Hasler Ltd. ("Ascom Hasler") on September 12, 1988 (the "Initial Statement"), the First Amendment to Schedule 13D filed on October 25, 1988 (the "First Amended Statement"), the Second Amendment to schedule 13D filed on December 23, 1988 (the "Second Amended Statement"), the Third Amendment to Schedule 13D filed on March 23, 1989 (the "Third Amended Statement"), the Fourth Amendment to Schedule 13D filed on December 13, 1989 (the "Fourth Amended Statement"), the Fifth Amendment to Schedule 13D filed on July 24, 1990 (the "Fifth Amended Statement"), the Sixth Amendment to Schedule 13D filed on December 26, 1990 (the "Sixth Amended Statement"), the Seventh Amendment to Schedule 13D filed on August 13, 1992 (the "Seventh Amended Statement") and the Eighth Amendment to Schedule 13D filed on March 30, 1994 (the "Eighth Amended Statement"), all of which are incorporated by reference herein and are referred to collectively herein as the "Prior Filings." Unless otherwise stated herein, all capitalized terms used in this Ninth Amended Statement have the same meanings as those set forth in the Prior Filings. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to an internal reorganization, Ascom Holding, Inc., a Delaware corporation which is a wholly-owned subsidiary of Ascom AG and which owns all of the Page 4 of 16 Pages outstanding shares of Ascom USA ("Ascom Holding"), contributed to Ascom USA all rights in the Common Stock and to the related voting trust certificate referred to in Item 6 below on July [ ], 1996. Item 4. Purpose of Transactions. The contribution of the Common Stock by Ascom Holding to Ascom USA was effected for the purpose of an internal reorganization of Ascom AG and related entities. Ascom USA has entered into discussions with the Issuer regarding the registration of a portion of the Common Stock, and may, from time to time, sell all or any portion of the Common Stock in one or more private transactions or in open market transactions once the Common Stock is registered. Except as described herein and as set forth in the Prior Filings, the Reporting Persons have no present plans or proposals which may relate to the types of changes or transactions described in clauses (a)-(j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) and (b). The aggregate number of shares and percentage of Common Stock of the Issuer beneficially owned by the Reporting Persons, as well as the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or direct the disposition of the Reporting Persons are as follows:
No of Shares Power to Vote(1) Power to Dispose Beneficially Percentage of --------------------- -------------------- Person Owned Class Sole Shared Sole Shared - - ------ ----- ----- ---- ------ ---- ------ Ascom USA 5,418,224 28% 5,418,224 5,418,224 -0- -0- Ascom AG(2) 5,418,224 28% 5,418,224 5,418,224 -0- -0-
(1) The Common Stock is subject to a voting trust more fully described in Item 6 pursuant to which Ascom USA has no voting power except to cast votes regarding certain extraordinary corporate events. (2) Since Ascom USA is 100% owned by Ascom AG, Ascom AG is also the beneficial owner of the Common Stock directly owned by Ascom USA. (c) Except as described in Item 6 below, neither the Reporting Persons nor, to the best of their knowledge and belief, any officer, director or controlling person of the Reporting Persons has effected any transactions in the Issuer's common stock during the past sixty (60) days. (d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Common Stock. At the present time, the Reporting Persons have no right to receive, or power to direct Page 5 of 16 Pages the receipt of, dividends from or proceeds from the sale of any other shares of the Issuer's common stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to securities of the Issuer Voting Trust The Issuer and its wholly-owned subsidiary ANADAC, Inc., a Virginia corporation ("ANADAC"), engage in the business of designing and manufacturing isometric identification and live-scan products and providing engineering, management, construction management and information technology services. Certain agencies and departments of the United States Government (the "Agencies") are important customers of the Issuer and ANADAC. Accordingly, the personnel of the Issuer and ANADAC and offices and plants of the Issuer and ANADAC require facility and personnel security clearances (the "Security Clearances") issued under the United States Department of Defense Industrial Security Regulations, the United States Department of Energy Regulations, and other agencies' applicable security rules and regulations (collectively, the "Regulations"). Such Regulations require that the Issuer and ANADAC be effectively insulated from foreign ownership, control and influence. In order to comply fully with the Regulations, the Common Stock is subject to a Voting Trust Agreement dated September 2, 1994 (the "Voting Trust") among Ascom Holding, the Issuer and William Colby (the "Voting Trustee") providing for the nomination of a citizen of the United States as the Voting Trustee. ASCOM USA has been added as a joined party to the Voting Trust. Under the Voting Trust, the Voting Trustee has the right to exercise in person or by proxy all rights and powers of every kind and nature, including the right to vote, as if he was the absolute owner of the Common Stock. However, unless the Voting Trustee has received prior approval of Ascom USA or the consent to any and every act in the same manner and to the same extent, the Voting Trustee is not authorized to take action involving: (i) the sale or disposal in any manner of all or substantially all of the property, assets or business of the Issuer; (ii) the pledge, mortgage or other encumbrance of all or substantially all of the assets of the Issuer or any of the Common Stock; (iii) any merger, consolidation, reorganization or dissolution of the Issuer; (iv) the filing or making of any petition under the Federal Bankruptcy Act or any other acts of similar character; or (v) the consummation of a tender offer for the voting stock of the Issuer resulting in a change of control of the Issuer. Stock Option Agreement As reported in the Prior Filings, Ascom Hasler and the Issuer entered into a Stock Option Agreement (the "Stock Option Agreement") and Registration Rights Agreement (the "Registration Rights Agreement"), each dated March 13, 1989. The Stock Option Agreement was amended on April 20, 1989, August 8, 1989, December 14, 1990, December 12, 1991 and September 2, 1994. The Registration Rights Agreement was amended on September 2, 1994. Page 6 of 16 Pages Pursuant to an internal reorganization, Ascom Hasler transferred the Common Stock to Ascom Holding on September 2, 1994. In connection therewith, and to accommodate the provisions of the Voting Trust, Ascom Hasler, Ascom Holding and the Issuer entered into an amendment ("Amendment Number 5") to the Stock Option Agreement and an amendment ("Registration Rights Amendment") to the Registration Rights Agreement. Amendment Number 5, among other things, modified the restrictions on transfer contained in the Stock Option Agreement to prevent public sales from disrupting the market for the Issuer's stock and to prohibit transferees from attaining a net ownership of more than 5% of the voting stock of the Issuer. Such amendment also gave the Issuer a right of first refusal on private sales, accommodated the provisions of the Voting Trust, and added Ascom Holding as a party. The Registration Rights Amendment added Ascom Holding as a party and granted certain additional demand registration rights to Ascom Holding. Transfer of Common Stock Pursuant to a further internal reorganization, Ascom Holding transferred all rights in the Common Stock and the related voting trust certificates to Ascom USA on July [ ], 1996. Ascom USA has also assumed all of the rights and obligations of Ascom Holding and Ascom Hasler under the Voting Trust, the Stock Option Agreement and the Registration Rights Agreement, as amended. Item 7. Material to be filed as Exhibits. Exhibit Description - - ------- ----------- A Joint Filing Agreement, dated July 19, 1996 between Ascom AG and Ascom USA B Contribution Agreement between Ascom Holding Inc. and Ascom USA Inc., dated July 12, 1996 C Officers and Directors of Ascom USA Page 7 of 16 Pages 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. Dated: July 19, 1996 ASCOM USA INC. By: /s/ Norbert Weissberg -------------------------- Name: Norbert Weissberg Title: President ASCOM HOLDING AG By: M. Zimmerman -------------------------- Name: M. Zimmerman Title: First Vice President By: P. Loosli -------------------------- Name: P. Loosli Title: First Vice President Page 8 of 16 Pages EXHIBIT INDEX Sequentially Exhibit Description Numbered Pages - - ------- ----------- -------------- A Joint Filing Agreement, dated July 19, 1996 between Ascom AG and Ascom N.V. B Contribution Agreement between Ascom Holding Inc. and Ascom USA Inc. dated as of July 12, 1996 C Officers and Directors of Ascom USA Page 9 of 16 Pages EX-99.A 2 JOINT FILING AGREEMENT EXHIBIT A JOINT FILING AGREEMENT This Agreement is filed as an exhibit to the Schedule 13D being filed by Ascom Holding AG and Ascom USA Inc., in compliance with Section 13d-1(f) of the Securities and Exchange Act of 1934, which requires an agreement in writing indicating that the Schedule 13D to which this Agreement is attached is filed on behalf of the below-named corporations, that they are each responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person contained therein. Dated: July 19, 1996 ASCOM HOLDING AG By: /s/ M. Zimmerman -------------------------- Name: M. Zimmerman Title: First Vice President By: /s/ P. Loosli --------------------------- Name: P. Loosli Title: First Vice President ASCOM USA INC. By: /s/ Norbert Weissberg --------------------------- Name: Norbert Weissberg Title: President Page 10 of 16 Pages EX-99.B 3 CONTRTIBUTION AGREEMENT EXHIBIT B CONTRIBUTION AGREEMENT This AGREEMENT ("Agreement") is dated as of July 12, 1996 by and among ASCOM HOLDING, INC., a Delaware corporation ("Ascom Holding"), and ASCOM USA INC., a Delaware corporation ("Ascom USA"). W I T N E S S E T H : WHEREAS, Ascom Holding desires to contribute to the capital of Ascom USA 5,418,224 shares of common stock (the "Shares") of Identix Incorporated, a California corporation ("Identix"), held by Ascom Holding; NOW, THEREFORE, in consideration of the premises and the mutual and independent covenants hereinafter set forth, the parties hereto agree as follows: 1. Assignment. (a) Subject to the terms and conditions hereof, Ascom Holdings hereby assigns to Ascom USA all right, title and interest in and to the Shares free and clear of any and all pledges, security interests, liens and encumbrances of any nature whatsoever, except that the Shares shall continue to be subject to a Voting Trust Agreement dated as of September 2, 1994 among Identix, William E. Colby (the "Voting Trustee") and Ascom Holding (the "Voting Trust Agreement"). (b) Ascom Holding hereby assigns to Ascom USA of all of the rights of Ascom Holding under (i) the Voting Trust Agreement and (ii) that certain Stock Option Agreement and Registration Rights Agreement dated as of March 13, 1983 between Identix and Ascom Holding AG, as amended. 2. Delivery. Simultaneously herewith, Ascom Holding shall deliver to Ascom USA the following documents in form and substance reasonably satisfactory to Ascom USA and its counsel: (a) The voting trust certificate issued to Ascom Holding under the Voting Trust Agreement representing the Shares. (b) A stock power in proper form for transfer of the Shares duly executed by Ascom Holding. (c) A form of notice to the Voting Trustee and Identix and a form of certificate that Ascom USA is a Foreign Person, in each case as required under Section 2.03 of the Voting Trust Agreement, duly executed by Ascom Holding. Page 11 of 16 Pages 3. Representations and Warranties of Ascom Holding. Ascom Holding hereby represents and warrants to Ascom USA as follows: (a) Upon the transfer of the Shares to Ascom USA in accordance with this Agreement, good and marketable title in and to the Shares will have been transferred and sold to Ascom USA, free and clear of all liens, charges, security interests, equities, encumbrances and assessments of any nature whatsoever, except for the Voting Trust Agreement. (b) Ascom Holding has full legal right, power and authority to execute and deliver this Agreement and to duly perform and observe the terms and conditions hereof and such actions do not contravene any statutory, legal or contractual obligation, undertaking or restriction binding on Ascom Holding. (c) This Agreement constitutes the legal, valid and binding obligation of Ascom Holding, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, conservatorship, receivership, liquidation, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors' rights generally. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the compliance with or fulfillment of the terms and conditions hereof will not violate or conflict with any provision of the Articles of Incorporation or By-laws of Ascom Holding, or any law, regulation, judgment, order, writ, injunction or decree of any court or governmental authority. (e) The negotiations relating to this Agreement and the transactions contemplated hereby have been conducted without the intervention of any person acting on behalf of Ascom Holding in such manner as to give rise to any valid claim for any brokerage or finders fee or commission. (f) Ascom Holding is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended. 4. Representations and Warranties of Ascom USA. Ascom USA hereby represents and warrants to Ascom Holding as follows: (a) Ascom USA is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Ascom USA has full legal right, power and authority to execute and deliver this Agreement and to duly perform and observe the terms and conditions hereof and such actions Page 12 of 16 Pages do not contravene any statutory, legal or contractual obligation or restriction binding on Ascom USA. (c) This Agreement constitutes the legal, valid and binding obligation of Ascom USA, enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, conservatorship, receivership, liquidation, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors, rights generally. (d) The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance by Ascom USA of the terms and conditions hereof shall not violate or conflict with any provision of the Articles of Incorporation or By-laws of Ascom USA, or any law, regulation, judgment, order, writ, injunction or decree of any court or governmental authority. (e) The negotiations relating to this Agreement and the transactions contemplated hereby have been conducted without the intervention of any person acting on behalf of Ascom USA in such manner as to give rise to any valid claim for any brokerage or finders fee or commission. 5. No Waiver of Rights. No failure or delay on the part of any party in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any such power, right or privilege shall preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise available. No waiver shall be binding unless in writing and signed by the party to be charged or a qualified officer thereof. 6. Notice. All notices hereunder shall be in writing and shall be either personally delivered, transmitted by postage prepaid registered or certified mail, transmitted by telex or telecopier, or transmitted by internationally recognized courier service to the parties hereto at their respective addresses. Except as otherwise specified herein, all notices and other communications shall be deemed to have been duly given on (a) the date of delivery, in the case of notice by personal delivery, (b) the date seven days after mailing, in the case of notice by registered or certified mail, (c) the date of transmission, with confirmed answerback, in the case of notice by telex or telecopier, and (d) two days after mailing, in the case of mailing by an internationally recognized courier service. All notices to Ascom Holding shall be sent to: Ascom Holding Inc. 19 Forest Parkway Shelton, Connecticut 06484 Page 13 of 16 Pages Attention: President All notices to Ascom USA shall be sent to: Ascom USA Inc. c/o Norbert Weissberg 9 East Ninth Street, Apt. 1 New York, NY 10003 7. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law provisions thereof. 8. Dispute Resolution. All disputes, claims or controversies arising out of or in connection with this Agreement shall be subject to the jurisdiction of the courts of the State of New York located in the City of New York and the United States District Court for the Southern District of New York. 9. Assignment; Successors. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of all parties. Neither party may assign or transfer any of its interests, rights or obligations under this Agreement without the prior written consent of the other party. 10. Further Assurances. The parties hereto agree that, from time to time hereafter, and upon request, each of them will execute, acknowledge and deliver such other documents and instruments as may be required to carry out more effectively the terms and conditions of this Agreement. 11. Entire Agreement; Modifications; Severability. This Agreement together with the other agreements referred to herein, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, written or oral, of the parties. This Agreement may not be modified or amended except by a writing signed by each of the parties hereto. The invalidity, illegality or unenforceability for any reason of any one or more provisions of this Agreement shall not affect the validity, legality or enforceability of the remainder of this Agreement. Page 14 of 16 Pages IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. ASCOM USA INC. By: /s/ Norbert Weissberg --------------------------- Name: Norbert Weissberg Title: President ASCOM HOLDING, INC. By: /s/ Norbert Weissberg --------------------------- Name: Norbert Weissberg Title: President Page 15 of 16 Pages EX-99.C 4 OFFICERS AND DIRECTORS OF ASCOM USA EXHIBIT C DIRECTORS, EXECUTIVE OFFICERS AND OTHERS CONTROLLING PERSONS OF ASCOM USA INC. The following table sets forth the name and present principal occupation and employment of each director and executive officer of Ascom USA Inc. Positions and Offices Held and Principal Name Occupation or Employment and Address - - ---- ------------------------------------ Board: Norbert Weissberg (U.S.) President, Ascom Holding, Inc. Director, President 9 East Ninth Street, Apt. 1, New York, NY 10003 Edward Hutson (U.K.) Controller, Ascom AG Director, Treasurer Belpstrasse 37, CH-3000 Bern 14, Switzerland Jakob Schlapbach (Swiss) Chief Financial Officer, Ascom AG Director, Vice President Belpstrasse 37, CH-3000 Bern 14, Switzerland Erwin Krattli (Swiss) Treasurer, Ascom AG Vice President Belpstrasse 37, CH-3000 Bern 14, Switzerland Markus Zimmermann (Swiss) General Counsel, Ascom AG Director, Secretary Belpstrasse 37, CH-3000 Bern 14, Switzerland Page 16 of 16 Pages -----END PRIVACY-ENHANCED MESSAGE-----