-----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, NeY4dVod9jELj18RZ7/V6LLZ1gqltB0fcNnmK8KzNT+Y+0Y1A25peJ7dn2+o8/3u 7DEoeLS6RYZXX6JTkZDEHw== 0000921530-02-000183.txt : 20020414 0000921530-02-000183.hdr.sgml : 20020414 ACCESSION NUMBER: 0000921530-02-000183 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020215 GROUP MEMBERS: CHATTERJEE ADVISORS LLC GROUP MEMBERS: CHATTERJEE FUND MANAGEMENT, L.P. GROUP MEMBERS: CHATTERJEE MANAGEMENT COMPANY GROUP MEMBERS: PURNENDU CHATTERJEE GROUP MEMBERS: WINSTON PARTNERS II LDC GROUP MEMBERS: WINSTON PARTNERS II LLC GROUP MEMBERS: WINSTON PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYBASE INC CENTRAL INDEX KEY: 0000768262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942951005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42083 FILM NUMBER: 02552154 BUSINESS ADDRESS: STREET 1: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109223500 MAIL ADDRESS: STREET 1: 6475 CHRISTIE AVE STREET 2: 6475 CHRISTIE AVE CITY: EMERYVILLE STATE: CA ZIP: 94608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHATTERJEE FUND MANAGEMENT L P CENTRAL INDEX KEY: 0001063248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: 2123975553 MAIL ADDRESS: STREET 1: 888 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G/A 1 sybase_13ga5-123101.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* SYBASE, INC. ------------ (Name of Issuer) Common Stock, $.001 Par Value ----------------------------- (Title of Class of Securities) 871130100 --------- (CUSIP Number) December 31, 2001 ----------------- (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) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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). Continued on following pages Page 1 of 18 Pages Exhibit Index: Page 16 SCHEDULE 13G CUSIP No. 871130100 Page 2 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WINSTON PARTNERS, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power Number of 516,065 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 516,065 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 516,065 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) .05% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 871130100 Page 3 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) CHATTERJEE FUND MANAGEMENT, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,037,225 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,037,225 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,037,225 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 2.06% 12 Type of Reporting Person (See Instructions) PN SCHEDULE 13G CUSIP No. 871130100 Page 4 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WINSTON PARTNERS II LDC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 779,515 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 779,515 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 779,515 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) .079% 12 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13G CUSIP No. 871130100 Page 5 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) WINSTON PARTNERS II LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 230,096 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 230,096 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 230,096 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) .023% 12 Type of Reporting Person (See Instructions) OO; IV SCHEDULE 13G CUSIP No. 871130100 Page 6 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) CHATTERJEE ADVISORS LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,009,611 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,009,611 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,009,611 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 1.02% 12 Type of Reporting Person (See Instructions) OO; IA SCHEDULE 13G CUSIP No. 871130100 Page 7 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) CHATTERJEE MANAGEMENT COMPANY 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,009,611 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,009,611 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,009,611 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 1.02% 12 Type of Reporting Person (See Instructions) CO; IA SCHEDULE 13G CUSIP No. 871130100 Page 8 of 18 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) PURNENDU CHATTERJEE (in the capacity described herein) 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [_] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 3,800,700 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 3,800,700 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 3,800,700 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [_] 11 Percent of Class Represented By Amount in Row (9) 3.85% 12 Type of Reporting Person (See Instructions) IA Page 9 of 18 Pages Item 1(a) Name of Issuer: Sybase, Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 6475 Christie Avenue, Emeryville, CA 94608 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Winston Partners, L.P., a Delaware limited partnership ("Winston L.P."); ii) Chatterjee Fund Management, L.P., a Delaware limited partnership ("CFM"); iii) Winston Partners II LDC, a Cayman Islands exempted limited duration company ("Winston LDC"); iv) Winston Partners, II LLC, a Delaware limited liability company ("Winston LLC"); v) Chatterjee Advisors LLC, a Delaware limited liability company ("Chatterjee Advisors"); iii) Chatterjee Management Company, a Delaware corporation ("Chatterjee Management"); and iv) Purnendu Chatterjee ("Dr. Chatterjee"). This Statement relates to Shares (as defined herein) held for the accounts of Winston L.P., Winston LDC, Winston LLC, and Chatterjee Charitable Foundation, a qualified charitable foundation ("CCF"). CFM is the general partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM. Chatterjee Advisors serves as the manager of each of Winston LDC and Winston LLC and is responsible for supervising the operations of Winston LDC and Winston LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC. Chatterjee Advisors is managed and controlled by Dr. Chatterjee. Chatterjee Management serves as investment advisor to each of Winston LDC and Winston LLC pursuant to investment management contracts between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and Winston LLC. Chatterjee Management is managed and controlled by Dr. Chatterjee. Chatterjee Advisors, as the manager of each of Winston LDC and Winston LLC, and by reason of its ability as manager to terminate the contractual relationship of Winston LDC and Winston LLC with Chatterjee Management within 60 days, and Chatterjee Management, by reason of its voting and dispositive power over securities held for the accounts of Winston LDC and Winston LLC, may each be deemed to be the beneficial owner of the Shares held for the account of each of Winston LDC and Winston LLC. Page 10 of 18 Pages Dr. Chatterjee may be deemed to have voting and dispositive power over the Shares held for the account of CCF. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New York, NY 10106. The address of the principal business office of Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. Item 2(c) Citizenship: (i) Winston L.P. is a Delaware limited partnership; (ii) CFM is a Delaware limited partnership; (iii) Winston LDC is a Cayman Islands exempted limited duration company; (iv) Winston LLC is a Delaware limited liability company; (v) Chatterjee Advisors is a Delaware limited liability company; (vi) Chatterjee Management is a Delaware corporation; and (vii) Dr. Chatterjee is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, $.001 Par Value (the "Shares"). Item 2(e) CUSIP Number: 871130100 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: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of December 31, 2001, each of the Reporting Persons may be deemed the beneficial owner of the following number of Shares: Page 11 of 18 Pages (i) Winston L.P. may be deemed to be the beneficial owner of the 516,065 Shares held for its account. (ii) CFM may be deemed to be the beneficial owner of the 2,037,225 Shares held for its account. (iii) Winston LDC may be deemed the beneficial owner of the 779,515 Shares held for its account. (iv) Winston LLC may be deemed the beneficial owner of the 230,096 Shares held for its account. (v) Each of Chatterjee Management and Chatterjee Advisors may be deemed the beneficial owner of 1,009,611 Shares. This number consists of (A) 779,515 Shares held for the account of Winston LDC and (B) 230,096 Shares held for the account of Winston LLC. (v) Dr. Chatterjee may be deemed to be the beneficial owner of 3,800,700 Shares. This number consists of (A) 779,515 Shares held for the account of Winston LDC, (B) 230,096 Shares held for the account of Winston LLC, (C) 516,065 Shares held for the account of Winston L.P., (D) 2,037,225 Shares held for the account of CFM and (E) 237,799 Shares held for the account of CCF. Item 4(b) Percent of Class: (i) The number of Shares of which each of Winston L.P. and CFM may be deemed to be the beneficial owner constitutes approximately .05% of the total number of Shares outstanding. (ii) The number of Shares of which CFM may be deemed to be the beneficial owner constitutes approximately 2.06% of the total number of Shares outstanding. (iii) The number of Shares of which Winston LDC may be deemed to be the beneficial owner constitutes approximately .079% of the total number of Shares outstanding. (iv) The number of Shares of which Winston LLC may be deemed to be the beneficial owner constitutes approximately .023% of the total number of Shares outstanding. (v) The number of Shares of which each of Chatterjee Advisors and Chatterjee Management may be deemed to be the beneficial owner constitutes approximately 1.02% of the total number of Shares outstanding. (v) The number of Shares of which Dr. Chatterjee may be deemed to be the beneficial owner constitutes approximately 3.85% of the total number of Shares outstanding Item 4(c) Number of shares as to which such person has: Winston L.P. - ------------ (i) Sole power to vote or direct the vote: 516,065 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 516,065 (iv) Shared power to dispose or to direct the disposition of 0 Page 12 of 18 Pages CFM - ---- (i) Sole power to vote or direct the vote: 2,037,225 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,037,225 (iv) Shared power to dispose or to direct the disposition of 0 Winston LDC - ---------- (i) Sole power to vote or direct the vote: 779,515 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 779,515 (iv) Shared power to dispose or to direct the disposition of 0 Winston LLC - ----------- (i) Sole power to vote or direct the vote: 230,096 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 230,096 (iv) Shared power to dispose or to direct the disposition of 0 Chatterjee Advisors - ------------------- (i) Sole power to vote or direct the vote: 1,009,611 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,009,611 (iv) Shared power to dispose or to direct the disposition of 0 Chatterjee Management - --------------------- (i) Sole power to vote or direct the vote: 1,009,611 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,009,611 (iv) Shared power to dispose or to direct the disposition of 0 Dr. Chatterjee - -------------- (i) Sole power to vote or direct the vote: 3,800,700 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 3,800,700 (iv) Shared power to dispose or to direct the disposition of 0 Page 13 of 18 Pages 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 Persons have ceased to be the beneficial owners 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: (i) The partners of Winston L.P. have the right to participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the account of Winston L.P. in accordance with their partnership interests in Winston L.P. (ii) The shareholders of Winston LDC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LDC in accordance with their ownership interests in Winston LDC. (iii) The members of Winston LLC have the right to participate in the receipt of dividends from, or proceeds from the sale of, Shares held by Winston LLC in accordance with their ownership interests in Winston LLC. Winston LDC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston LLC, Winston L.P. and Furzedown. Winston LLC expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Furzedown. Each of Chatterjee Advisors and Chatterjee Management expressly disclaims beneficial ownership of any Shares held directly for the account of Winston L.P. and Furzedown. Each of Winston L.P. and CFM expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston LDC, Winston LLC and Furzedown. Furzedown expressly disclaims beneficial ownership of any Shares held directly for the accounts of Winston L.P., Winston LDC and Winston LLC. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above and 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 such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 14 of 18 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 15, 2002 WINSTON PARTNERS, L.P. By: Chatterjee Fund Management, L.P., General Partner By: Purnendu Chatterjee, General Partner By: /s/ Vijay Chaudhry ------------------------------ Vijay Chaudhry Attorney-in-fact Date: February 15, 2002 CHATTERJEE FUND MANAGEMENT, L.P. By: Purnendu Chatterjee, General Partner By: /s/ Vijay Chaudhry ------------------------------- Vijay Chaudhry Attorney-in-fact Date: February 15, 2002 WINSTON PARTNERS II LDC By: /s/ Vijay Chaudhry ------------------------------------ Vijay Chaudhry Attorney-in-fact Page 15 of 18 Pages Date: February 15, 2002 WINSTON PARTNERS II LLC By: Chatterjee Advisors LLC, Manager By: Purnendu Chatterjee, Manager By: /s/ Vijay Chaudhry ------------------------------ Vijay Chaudhry Attorney-in-fact Date: February 15, 2002 CHATTERJEE ADVISORS LLC By: Purnendu Chatterjee, Manager By: /s/ Vijay Chaudhry ------------------------------ Vijay Chaudhry Attorney-in-fact Date: February 15, 2002 CHATTERJEE MANAGEMENT COMPANY By: /s/ Vijay Chaudhry ------------------------------------ Vijay Chaudhry Chief Financial Officer Date: February 15, 2002 PURNENDU CHATTERJEE By: /s/ Vijay Chaudhry ------------------------------------ Vijay Chaudhry Attorney-in -Fact Page 16 of 18 Pages EXHIBIT INDEX Page No. -------- A. Power of Attorney, dated as of February 13, 2002, granted by Dr. Purnendu Chatterjee in favor of Mr. Vijay Chaudhry....................................... 17 B. Power of Attorney, dated as of February 15, 2002, granted by Winston Partners II LDC in favor of Mr. Vijay Chaudhry....................................... 18 EX-24 3 sybase_13ga5exa-123101.txt EXHIBIT A - POWER OF ATTORNEY Page 17 of 18 Pages EXHIBIT A POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make, constitute and appoint VIJAY CHAUDHRY as my agent and attorney-in-fact for the purpose of executing in my name or in my personal capacity all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 13th day of February, 2002. /s/ Purnendu Chatterjee ----------------------------- PURNENDU CHATTERJEE EX-24 4 sybase_13ga5exb-123101.txt EXHIBIT B - POWER OF ATTORNEY Page 18 of 18 Pages EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC (the "Company"), a Cayman Islands exempted limited duration company, hereby makes, constitutes and appoints VIJAY CHAUDHRY as the Company's agent and attorney-in-fact for the purpose of executing on behalf of the Company, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by the Company. IN WITNESS WHEREOF, I have executed this instrument this 15th day of February, 2002. WINSTON PARTNERS II LDC By: /s/ Patrick Fenlon /s/ Dennis Dambruck -------------------------------------- Patrick Fenlon / Dennis Dambruck -----END PRIVACY-ENHANCED MESSAGE-----