-----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, Kq12Ptf3+ODcZnIOdHl5ryFaEvmWtIbZfha/EzS5e3RHO6ydqLfFfHMniQUdA04x lc8Iy2AqJrVvTL5l6r8Gjw== 0001036288-02-000015.txt : 20021107 0001036288-02-000015.hdr.sgml : 20021107 20021107091820 ACCESSION NUMBER: 0001036288-02-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021107 GROUP MEMBERS: C. G. GREFENSTETTE GROUP MEMBERS: ELSIE HILLIARD HILLMAN GROUP MEMBERS: HENRY L. HILLMAN GROUP MEMBERS: L. M. WAGNER GROUP MEMBERS: THE AHH 1976 TRUST GROUP MEMBERS: THE HILLMAN COMPANY GROUP MEMBERS: THE HLH 1985 TRUST GROUP MEMBERS: THE HLH JR. 1976 TRUST GROUP MEMBERS: THE JLHS 1976 TRUST GROUP MEMBERS: THE WTH 1976 TRUST GROUP MEMBERS: WILMINGTON EQUITIES, INC. GROUP MEMBERS: WILMINGTON INVESTMENTS, INC. GROUP MEMBERS: WILMINGTON SECURITIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUPERCONDUCTOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0000895665 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770153076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42893 FILM NUMBER: 02811849 BUSINESS ADDRESS: STREET 1: 460 WARD DR STREET 2: STE F CITY: SANTA BARBARA STATE: CA ZIP: 93111 BUSINESS PHONE: 8056837646 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HILLMAN CO CENTRAL INDEX KEY: 0001036288 IRS NUMBER: 251011286 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4122812620 MAIL ADDRESS: STREET 1: 310 GRANT ST STREET 2: 1900 GRANT BUILDING CITY: PITTSBURGH STATE: PA ZIP: 15219 SC 13D/A 1 supercon.txt SCHEDULE 13D AMENDMENT NO. 11 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13D Amendment No. 11 Under the Securities Exchange Act of 1934 SUPERCONDUCTOR TECHNOLOGIES, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 867931107 (CUSIP Number) H. Vaughan Blaxter, III 1900 Grant Building Pittsburgh, Pennsylvania 15219 (412) 281-2620 (Name, address and telephone number of person authorized to receive notices and communications) October 30, 2002 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 statement, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box [ X ] CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE, Trustee for Various Trusts I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 6,183,472 9. Sole Dispositive Power 10 Shared Dispositive Power 6,183,472 11 Aggregate Amount Beneficially Owned by Each Reporting Person 6,183,472 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 24.5% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person LAWRENCE M. WAGNER, Trustee for Various Trusts I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 485,788 9. Sole Dispositive Power 10 Shared Dispositive Power 485,788 11 Aggregate Amount Beneficially Owned by Each Reporting Person 485,788 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.9% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS I.D. #25-6193084 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 121,447 8 Shared Voting Power 9. Sole Dispositive Power 121,447 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 121,447 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .5% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF AUDREY HILLMAN FISHER I.D. #25-6193085 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 121,447 8 Shared Voting Power 9. Sole Dispositive Power 121,447 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 121,447 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .5% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF HENRY LEA HILLMAN, JR. I.D. #26-6193086 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 121,447 8 Shared Voting Power 9. Sole Dispositive Power 121,447 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 121,447 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .5% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person C. G. GREFENSTETTE and L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF WILLIAM TALBOTT HILLMAN I.D. #25-6193087 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 121,447 8 Shared Voting Power 9. Sole Dispositive Power 121,447 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 121,447 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) .5% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,697,684 9 Sole Dispositive Power 10 Shared Dispositive Power 5,697,684 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,697,684 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 22.6% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person ELSIE HILLIARD HILLMAN I.D. ####-##-#### 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization U.S. Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,697,684 9 Sole Dispositive Power 10 Shared Dispositive Power 5,697,684 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,697,684 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 22.6% 14 Type of Reporting Person IN CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 I.D. #18-2145466 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 464,340 8 Shared Voting Power 5,233,344 9 Sole Dispositive Power 464,340 10 Shared Dispositive Power 5,233,344 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,697,684 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 22.6% 14 Type of Reporting Person OO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person THE HILLMAN COMPANY I.D. #25-1011286 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,233,344 9 Sole Dispositive Power 10 Shared Dispositive Power 5,233,344 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,233,344 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 20.8% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON INVESTMENTS, INC. I.D. #51-0344688 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,233,344 9 Sole Dispositive Power 10 Shared Dispositive Power 5,233,344 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,233,344 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 20.8% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON EQUITIES, INC. I.D. #51-0411204 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 8 Shared Voting Power 5,233,344 9 Sole Dispositive Power 10 Shared Dispositive Power 5,233,344 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,233,344 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 20.8% 14 Type of Reporting Person CO CUSIP NO. 867931107 1 Name of Reporting Person S.S. or I.R.S. Identification No. of above Person WILMINGTON SECURITIES, INC. I.D. #51-0114700 2 Check the Appropriate Box if Member of a Group (a) [ X ] (b) [ ] 3 SEC Use Only 4 Source of Funds OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 5,233,344 8 Shared Voting Power 9 Sole Dispositive Power 5,233,344 10 Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,233,344 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 20.8% 14 Type of Reporting Person CO SCHEDULE 13D AMENDMENT NO. 11 This statement ("Statement") constitutes Amendment No. 11 to Schedule 13D filed with the Securities and Exchange Commission (the "Commission") in connection with the event date of October 30, 2002 (the "Filing"). Item 1. Security and Issuer This Statement relates to the Common Stock, $0.001 par value, of Superconductor Technologies, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 460 Ward Drive, Suite F, Santa Barbara, California 93111-2310. The Common Stock is quoted on the Nasdaq National Market under the symbol "SCON". Item 2. Identity and Background (a) Names of persons filing (individually, the "Registrant" and collectively, the "Registrants"): Wilmington Securities, Inc. ("Wilmington"), a wholly-owned subsidiary of Wilmington Equities, Inc. Wilmington Equities, Inc., a wholly-owned subsidiary of Wilmington Investments, Inc. Wilmington Investments, Inc., a wholly-owned subsidiary of The Hillman Company. The Hillman Company, a corporation controlled by Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985. Henry L. Hillman, Elsie Hilliard Hillman and C. G. Grefenstette, Trustees of the Henry L. Hillman Trust U/A dated November 18, 1985 (the "Henry L. Hillman Trust"). C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Juliet Lea Hillman Simonds (the " JLHS 1976 Trust"). C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Audrey Hillman Fisher (the "AHF 1976 Trust"). C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of Henry Lea Hillman, Jr. (the "HLH Jr. 1976 Trust") C. G. Grefenstette and L. M. Wagner, Trustees Under Agreement of Trust Dated 12/30/76 for the Children of William Talbott Hillman (the "WTH 1976 Trust"). C. G. Grefenstette Lawrence M. Wagner Henry L. Hillman Elsie Hilliard Hillman The name, position, business address and citizenship of each director and executive officer of the entities listed above, each controlling person of such entities and each director and executive officer of any person or corporation in control of said entities, is attached hereto as Exhibit 1. (b) Business Address The addresses of the Registrants are as follows: The Hillman Company, the Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust are each located at: 1900 Grant Building Pittsburgh, Pennsylvania 15219 Wilmington, Wilmington Equities, Inc. and Wilmington Investments, Inc. are each located at: 824 Market Street, Suite 900 Wilmington, Delaware 19801 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lawrence M. Wagner 2000 Grant Building Pittsburgh, Pennsylvania 15219 Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 (c) Principal occupation or employment The principal occupations of the corporations, listed in response to Item 2(a) are: diversified investments and operations. The principal occupation of the Henry L. Hillman Trust is: diversified investments and operations. The principal occupation of the JLHS 1976 Trust is: diversified investments and operations. The principal occupation of the AHF 1976 Trust is: diversified investments and operations. The principal occupation of the HLH Jr. 1976 Trust is: diversified investments and operations. The principal occupation of the WTH 1976 Trust is: diversified investments and operations. C. G. Grefenstette See Exhibit 1 Lawrence M. Wagner See Exhibit 1 Henry L. Hillman See Exhibit 1 Elsie Hilliard Hillman See Exhibit 1 (d) Criminal convictions None of the persons named in Item 2(a)(including Exhibit 1) have been convicted in a criminal proceeding in the last five years. (e) Civil proceedings None of the persons listed in response to Item 2(a) (including Exhibit 1) have in the last five years been subject to a judgment, decree or final order as described in Item 2, subsection (e) of Schedule 13D. (f) Citizenship Wilmington, Wilmington Equities, Inc. and Wilmington Investments, Inc. are Delaware corporations. The Hillman Company is a Pennsylvania corporation. The Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust are Pennsylvania trusts. C. G. Grefenstette, Lawrence M. Wagner, Henry L. Hillman and Elsie Hilliard Hillman are U.S. citizens. Item 3. Source and Amount of Funds or Other Consideration None. Item 4. Purpose of Transaction On October 10, 2002, the Issuer, the Hillman Stockholders (defined below) and certain other unaffiliated investors (the "Initial Investors") entered into a Securities Purchase Agreement (the "Agreement"). The Agreement contemplated an aggregate investment in the Issuer of approximately $15,000,000 in cash, and the Agreement provided that the Issuer may add additional investors ("Additional Investors") to the Agreement so long as the aggregate of all sales to investors thereunder did not exceed $20,000,000. On October 25, 2002, Wilmington, the Henry L. Hillman Trust, the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust (collectively, the "Hillman Stockholders") executed a supplement to the Agreement (the "Supplement"), pursuant to which the Initial Investors and Additional Investors agreed to purchase the following additional securities: (a) an aggregate of 5,263,159 shares of Common Stock and (b) Warrants to purchase up to an aggregate of 1,315,791 shares of Common Stock. The closing under the Agreement and the Supplement will be contemporaneous with the closing date of the merger (the "Merger") of STI Acquisition, Inc., a wholly-owned subsidiary of the Issuer, with and into Conductus, nc., a Delaware corporation (the "Closing Date"). Under the Agreement and the Supplement, each of the Hillman Stockholders will purchase securities of the Issuer in the amounts and for the consideration set forth below: Name Consideration Number of Shares of Common Stock Number of Warrants (1) WSI $2,116,500 2,227,895 556,974 Henry L. Hillman Trust (under the Agreement) $187,500 197,368 49,342 Henry L. Hillman Trust (under the $810,000 852,632 213,158 Supplement) JLHS 1976 Trust $49,000 51,579 12,895 AHF 1976 Trust $49,000 51,579 12,895 HLH Jr. 1976 Trust $49,000 51,579 12,895 WTH 1976 Trust $49,000 51,579 12,895
(1) Each Warrant will entitle the holder thereof, during the period commencing 181 days after the Closing Date and ending five (5) years after the Closing Date, to purchase one (1) share of Common Stock of the Issuer for a price of $1.19. If, at any time after the date which is thirty (30) months following the effective date of the Issuer's registration statement registering the Common Stock issuable upon exercise of the Warrants, the average closing bid price of the Issuer's Common Stock for ten (10) consecutive trading days exceeds $1.19, and provided all such shares are registered for resale pursuant to an effective registration statement, the Issuer may redeem the Warrants at $0.10 per warrant. All Warrants must be redeemed if any are redeemed. The obligations of the Initial Investors under the Agreement and the Additional Investors under the Supplement are subject to the condition, among others, that the Merger shall have been consummated. The Agreement and Supplement shall terminate on February 15, 2003 if the Merger closing has not occurred on or before such date. Item 5. Interest in Securities of the Issuer (a) Beneficial Ownership 5,233,344 shares of Common Stock are owned of record and beneficially by Wilmington. 464,340 shares of Common Stock are owned of record and beneficially by the Henry L. Hillman Trust. 121,447 shares of Common Stock are owned of record and beneficially by the JLHS 1976 Trust. 121,447 shares of Common Stock are owned of record and beneficially by the AHF 1976 Trust. 121,447 shares of Common Stock are owned of record and beneficially by the HLH Jr. 1976 Trust. 121,447 shares of Common Stock are owned of record and beneficially by the WTH 1976 Trust. (b) Power to Vote or Dispose of Shares Each person listed above in response to Item 5(a) has the sole power to vote and to direct the vote and the sole power to dispose of and direct the disposition of those shares except as follows: (i) Wilmington, Wilmington Equities, Inc., Wilmington Investments, Inc., The Hillman Company, Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust, may be deemed to share voting and disposition power regarding 5,233,344 shares of Common Stock held beneficially by Wilmington. (ii) Henry L. Hillman, as settlor and Trustee of the Henry L. Hillman Trust, and Elsie Hilliard Hillman and C. G. Grefenstette, as Trustees of the Henry L. Hillman Trust, may be deemed to share voting and disposition power regarding 464,340 shares of Common Stock held beneficially by the Henry L. Hillman Trust. (iii) As trustees of the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust, C. G. Grefenstette and L. M. Wagner may be deemed to share voting and disposition power regarding 485,788 shares of Common Stock held beneficially by the JLHS 1976 Trust, the AHF 1976 Trust, the HLH Jr. 1976 Trust and the WTH 1976 Trust. (c), (d) and (e). Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information set forth in Item 4 of this Schedule is incorporated herein by this reference. Other than as disclosed in this Schedule, as set forth in or contemplated by the Merger, the Agreement, the Supplement, or as set forth in the Third Amended and Restated Stockholders Agreement dated as of June 24, 1999, among the Hillman Stockholders, certain other unaffiliated investors and the Issuer, filed as an exhibit to Amendment No. 7 to this Schedule, or in the Voting Agreement dated as of October 10, 2002, among the Hillman Stockholders and Conductus, filed as an exhibit to Amendment No. 10 to this Schedule, there are no contracts, arrangements, understandings or relationships among the Registrants and between such persons and any person with respect to the transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits The following documents are filed as exhibits: 1. Information concerning officers and directors of reporting persons and certain affiliates thereof. 2. Signature Page to Securities Purchase Agreement Additional Investment, dated as of October 25, 2002, among Superconductor Technologies, Inc. and the Initial Investors and Additional Investors set forth on the signature pages thereto. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. WILMINGTON SECURITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, President WILMINGTON EQUITIES, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, President WILMINGTON INVESTMENTS, INC. /s/ Andrew H. McQuarrie By _________________________________________ Andrew H. McQuarrie, Vice President THE HILLMAN COMPANY /s/ Lawrence M. Wagner By _________________________________________ Lawrence M. Wagner, President HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN & C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985 /s/ C. G. Grefenstette By _________________________________________ C. G. Grefenstette, Trustee C. G. GREFENSTETTE AND L. M. WAGNER, TRUSTEES UNDER AGREEMENT OF TRUST DATED 12/30/76 FOR THE CHILDREN OF JULIET LEA HILLMAN SIMONDS, AUDREY HILLIARD HILLMAN HENRY LEA HILLMAN, JR., AND WILLIAM TALBOTT HILLMAN /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette, Trustee /s/ L. M. Wagner ____________________________________________ L. M. Wagner, Trustee /s/ C. G. Grefenstette ____________________________________________ C. G. Grefenstette /s/ L. M. Wagner ____________________________________________ L. M. Wagner /s/ Henry L. Hillman ____________________________________________ Henry L. Hillman /s/ Elsie Hilliard Hillman ____________________________________________ Elsie Hilliard Hillman October 30, 2002 Date EX-1 3 officers.txt OFFICERS AND DIRECTORS EXHIBIT 1 PRINCIPAL OFFICERS AND DIRECTORS OF THE HILLMAN COMPANY, ALL OF WHOM ARE U.S. CITIZENS Name and Address Title Henry L. Hillman Chairman of the Board, Chairman of 2000 Grant Building Executive Committee and Director Pittsburgh, Pennsylvania 15219 C. G. Grefenstette Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 Lawrence M. Wagner President, Chief Executive Officer 2000 Grant Building and Director Pittsburgh, Pennsylvania 15219 H. Vaughan Blaxter, III Vice President, Secretary, General 1900 Grant Building Counsel and Director Pittsburgh, Pennsylvania 15219 Anthony J. Burlando Vice President - Risk Management 1900 Grant Building Pittsburgh, Pennsylvania 15219 James R. Philp Vice President - Human Resources 2000 Grant Building and Administration Pittsburgh, Pennsylvania 15219 John W. Hall Vice President - Accounting and 1800 Grant Building Information Services Pittsburgh, Pennsylvania 15219 Timothy O. Fisher Vice President and Director 1900 Grant Building Pittsburgh, Pennsylvania 15219 Bruce I. Crocker Vice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Denis P. McCarthy Vice President 1900 Grant Building Pittsburgh, Pennsylvania 15219 Timothy P. Hall Vice President 2000 Grant Building Pittsburgh, PA 15219 Joseph C. Manzinger Vice President and Director 2000 Grant Building Pittsburgh, PA 15219 Maurice J. White Vice President, Shareholder Services 1800 Grant Building Pittsburgh, PA 15219 Eric C. Johnson Vice President, Chief Financial 2000 Grant Building Officer, Treasurer and Director Pittsburgh, Pennsylvania 15219 D. Richard Roesch Assistant Treasurer 1800 Grant Building Pittsburgh, Pennsylvania 15219 Michael S. Adamcyk Assistant Secretary and 2000 Grant Building Assistant Treasurer Pittsburgh, Pennsylvania 15219 Carol J. Cusick Riley Vice President, Associate General 1900 Grant Building Counsel and Assistant Secretary Pittsburgh, Pennsylvania 15219 Cornel Conley Controller - Corporate 1800 Grant Building Pittsburgh, Pennsylvania 15219 Mark M. Poljak Controller - Taxes 1800 Grant Building Pittsburgh, Pennsylvania 15219 Anthony J. Strazisar Controller - Reporting and Analysis 1800 Grant Building Pittsburgh, Pennsylvania 15219 Edward F. Kolano Assistant Treasurer 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie H. Hillman Director 2000 Grant Building Pittsburgh, Pennsylvania 15219 Juliet Hillman Simonds Director 2000 Grant Building Pittsburgh, PA 15219 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON INVESTMENTS, INC., ALL OF WHOM ARE U.S. CITIZENS Andrew H. McQuarrie Vice President, Chief Financial Officer, 824 Market Street, Suite 900 Treasurer and Director Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware19809 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Eric C. Johnson President 2000 Grant Building Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary and 824 Market Street, Suite 900 Assistant Treasurer Wilmington, Delaware 19801 Wanda M. Cook Vice President 824 Market Street, Suite 900 Wilmington, Delaware 19801 John W. Hall Senior Vice President 1800 Grant Building Pittsburgh, Pennsylvania 15219 Carol J. Cusick Riley Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON EQUITIES, INC., ALL OF WHOM ARE U.S. CITIZENS Andrew H. McQuarrie President and Director 824 Market Street, Suite 900 Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware19809 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Marian F. Dietrich Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 Jody B. Cosner Assistant Secretary and 824 Market Street, Suite 900 Assistant Treasurer Wilmington, Delaware 19801 Wanda M. Cook Vice President and Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 PRINCIPAL OFFICERS AND DIRECTORS OF WILMINGTON SECURITIES, INC., ALL OF WHOM ARE U.S. CITIZENS Andrew H. McQuarrie President and Director 824 Market Street, Suite 900 Wilmington, Delaware 19801 Lario M. Marini Senior Vice President and Director 100 South Road Wilmington, Delaware19809 Richard H. Brown Assistant Vice President and 824 Market Street, Suite 900 Assistant Secretary Wilmington, Delaware 19801 Jody B. Cosner Assistant Secretary and 824 Market Street, Suite 900 Assistant Treasurer Wilmington, Delaware 19801 Darlene Clarke Director 4911 Birch Circle Wilmington, Delaware 19808 Wanda M. Cook Vice President and Treasurer 824 Market Street, Suite 900 Wilmington, Delaware 19801 Marian F. Dietrich Secretary 1900 Grant Building Pittsburgh, Pennsylvania 15219 TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A DATED NOVEMBER 18, 1985, ALL OF WHOM ARE U.S. CITIZENS Henry L. Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 Elsie Hilliard Hillman 2000 Grant Building Pittsburgh, Pennsylvania 15219 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 TRUSTEES OF THE JLHS 1976 TRUST DATED 12/30/76, THE AHF 1976 TRUST DATED 12/30/76, THE HLH 1976 TRUST DATED 12/30/76 AND THE WTH 1976 TRUST DATED 12/30/76, ALL OF WHOM ARE U.S. CITIZENS L. M. Wagner 2000 Grant Building Pittsburgh, Pennsylvania 15219 C. G. Grefenstette 2000 Grant Building Pittsburgh, Pennsylvania 15219 EX-2 4 purchase.txt SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT EXHIBIT 2 SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT ADDITIONAL INVESTMENT These signature pages are dated as of October 25, 2002 and constitute a legally binding supplement to the Securities Purchase Agreement dated as of October 10, 2002 between Superconductor Technologies Inc. and the Initial Investors named therein (the "Agreement"). Capitalized terms have the meanings assigned to them in the Agreement, and section references herein refer to sections of the Agreement. All representation and warranties are made as of the original date of the Agreement. The Agreement contemplates an aggregate investment in the Company between $15,000,000 and $20,000,000 on the Closing Date. The Initial Investors committed on October 10, 2002 to invest approximately $15.0 million on the Closing Date. Section 9.1 permits the sale of an additional $5.0 million of securities at the same price and on the same terms under the Agreement to a limited number of Additional Investors by having them execute these signature pages to the Agreement. Such sales are subject to certain conditions described in Section 9.1 and a right of first refusal described in Section 9.2. The Initial Investors and Additional Investors listed below desire to purchase, and the Company desires to issue and sell, upon the terms and conditions set forth in the Agreement, the following additional securities: (1) an aggregate of 5,263,159 shares of Common Stock and (2) Warrants to purchase up to an aggregate of 1,315,791 shares of Common Stock. These securities are in addition to, and not lieu of, the securities subscribed for by the Initial Investors on October 10, 2002. The Company represents and warrants that the sale of the foregoing securities complies with the conditions of Section 9.1. The Initial Investors have elected to subscribe for most of the remaining securities available under the Agreement (as set forth below opposite their names) and hereby waive the procedures concerning their right of first refusal in Section 9.2 with respect to the sale of securities to the Additional Investors as set forth below. IN WITNESS WHEREOF, the undersigned Initial Investors, Additional Investors and the Company have caused these signature pages to the Agreement to be duly executed as of October 25, 2002 in accordance with the provisions of Section 9 of the Agreement. "COMPANY" SUPERCONDUCTOR TECHNOLOGIES INC. By: M. Peter Thomas President and Chief Executive Officer "ADDITIONAL INVESTORS" RESIDENCE: California Investment Amount: _$ 525,000____ Common Shares: 552,632 Warrant Shares: 138,158 Address for Notice: __________________________________ _________________ John Bryan, an individual _________________ _________________ RESIDENCE: California Investment Amount: _$ 200,000____ Common Shares: 210,526 Warrant Shares: 52,632 Address for Notice: __________________________________ _________________ William Edwards, an individual _________________ _________________ RESIDENCE: California ALLOY VENTURES 2002, L.P. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Address for Notice: Alloy Ventures 2002, LLC John F. Shoch, Ph.D. Title: General Partner Alloy Ventures 480 Cowper Street, 2nd Floor Managing Member of Palo Alto, CA 94301 Alloy Ventures 2002, LLC RESIDENCE: California ALLOY PARTNERS 2002, L.P. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Address for Notice: Alloy Ventures 2002, LLC John F. Shoch, Ph.D. Title: General Partner Alloy Ventures 480 Cowper Street, 2nd Floor Managing Member of Palo Alto, CA 94301 Alloy Ventures 2002, LLC RESIDENCE: Delaware WILMINGTON SECURITIES, INC. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Address for Notice: Andrew H. McQuarrie, President Wilmington Securities, Inc. 824 Market Street, Suite 900 Wilmington, DE 19801 Attn: Andrew H. McQuarrie RESIDENCE: Pennsylvania HENRY L. HILLMAN, ELSIE HILLIARD HILLMAN AND C. G. GREFENSTETTE, TRUSTEES OF THE HENRY L. HILLMAN TRUST U/A/T DATED NOVEMBER 18, 1985 Investment Amount: $ 810,000 Common Shares: 852,632 By: _________________________________ Warrant Shares: 213,158 C. G. Grefenstette, Trustee Address for Notice: c/o Maurice J. White The Hillman Company 1800 Grant Building Pittsburgh, PA 15219 RESIDENCE: Pennsylvania C.G. GREFENSTETTE AND L.M. WAGNER, TRUSTEES U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN OF JULIET LEA Investment Amount: $ 0 ____ HILLMAN SIMONDS Common Shares: __________ Warrant Shares: ___________ By: _________________________________ Address for Notice: C. G. Grefenstette, Trustee c/o Maurice J. White The Hillman Company By: _________________________________ 1800 Grant Building L. M. Wagner, Trustee Pittsburgh, PA 15219 RESIDENCE: Pennsylvania C.G. GREFENSTETTE AND L.M. WAGNER, TRUSTEES U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN OF HENRY LEA Investment Amount: $ 0 HILLMAN, JR. Common Shares: __________ Warrant Shares: ___________ By: Address for Notice: C. G. Grefenstette, Trustee c/o Maurice J. White The Hillman Company By: 1800 Grant Building L. M. Wagner, Trustee Pittsburgh, PA 15219 RESIDENCE: Pennsylvania C.G. GREFENSTETTE AND L.M. WAGNER, TRUSTEES U/A/T DATED DECEMBER 30, 1976 FOR THE CHILDREN OF WILLIAM Investment Amount: $ 0 Common Shares: __________ TALBOTT HILLMAN Warrant Shares: ___________ Address for Notice: By: c/o Maurice J. White C. G. Grefenstette, Trustee The Hillman Company 1800 Grant Building By: Pittsburgh, PA 15219 L. M. Wagner, Trustee RESIDENCE: New York SPECIAL SITUATIONS FUND III, L.P. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Name: David Greenhouse Address for Notice: Title: General Partner 153 E. 53rd Street, 51st Floor New York, NY 10022 RESIDENCE: New York SPECIAL SITUATIONS FUND CAYMAN, L.P. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Name: David Greenhouse Address for Notice: Title: General Partner 153 E. 53rd Street, 51st Floor New York, NY 10022 RESIDENCE: New York SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Name: David Greenhouse Address for Notice: Title: General Partner 153 E. 53rd Street, 51st Floor New York, NY 10022 RESIDENCE: New York SPECIAL SITUATIONS TECHNOLOGY FUND, L.P. Investment Amount: ______________ Common Shares: ________________ Warrant Shares:_________________ By: Name: David Greenhouse Address for Notice: Title: General Partner 153 E. 53rd Street, 51st Floor New York, NY 10022 RESIDENCE: California MICRO CAP PARTNERS, L.P. Investment Amount: ______________ By: Palo Alto Investors LLC Common Shares: ________________ Title: General Partner Warrant Shares:_________________ By: Palo Alto Investors Address for Notice: Title: Manager Mr. Will Edwards Palo Alto Investors 470 University Avenue By: Palo Alto, CA 94301 Name: William L. Edwards Title: President RESIDENCE: British Columbia Her Majesty the Queen in Right of the Province British Columbia Investment Amount: ______________ Common Shares: ________________ By: Wellington Management Company, LLP Warrant Shares:_________________ Title: Investment Adviser Address for Notice: Wellington Management Company, LLP Attn: Gina Di Mento 75 State Street By: Boston, MA 02109 Name: Julie A. Jenkins Title: Vice President and Counsel RESIDENCE: Michigan The Dow Chemical Employees' Retirement Plan Investment Amount: _______________ By: Wellington Management Company, LLP Common Shares: _________________ Title: Investment Adviser Warrant Shares: __________________ Address for Notice: By: Wellington Management Company, LLP Name: Julie A. Jenkins Attn: Gina Di Mento Title: Vice President and Counsel 75 State Street Boston, MA 02109 RESIDENCE: Michigan The Retirement Program Plan for Employees of Union Carbide Corporation Investment Amount: ______________ Common Shares: ________________ By: Wellington Management Company, LLP Warrant Shares:_________________ Title: Investment Adviser Address for Notice: Wellington Management Company, LLP Attn: Gina Di Mento By: 75 State Street Name: Julie A. Jenkins Boston, MA 02109 Title: Vice President and Counsel RESIDENCE: Singapore Government of Singapore Investment Corporation Pte Ltd Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Maryland Howard Hughes Medical Institute Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: New York New York State Nurses Association Pension Plan Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Ohio Ohio Carpenters' Pension Fund Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Ohio Laborers' District Council and Contractors' of Ohio Pension Fund Investment Amount: ______________ Common Shares: ________________ By: Wellington Management Company, LLP Warrant Shares:_________________ Title: Investment Adviser Address for Notice: Wellington Management Company, LLP Attn: Gina Di Mento By: 75 State Street Name: Julie A. Jenkins Boston, MA 02109 Title: Vice President and Counsel RESIDENCE: Oregon Oregon Investment Council Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: New Jersey The Robert Wood Johnson Foundation Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Massachusetts WTC-CIF Emerging Companies Portfolio Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Massachusetts WTC-CTF Emerging Companies Portfolio Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Australia Australian Retirement Fund Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Alberta, Canada TELUS Corporation Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: _______________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Australia JB Were Global Small Companies Fund Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: New Zealand NZ Funds Global Small Companies Trust Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Australia Retail Employees' Superannuation Pty Ltd Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Pennsylvania SEI Institutional Investment Trust, Small Cap Growth Fund Investment Amount: ______________ Common Shares: __________________ By: Wellington Management Company, LLP Warrant Shares:_________________ Title: Investment Adviser Address for Notice: Wellington Management Company, LLP Attn: Gina Di Mento By: 75 State Street Name: Julie A. Jenkins Boston, MA 02109 Title: Vice President and Counsel RESIDENCE: Pennsylvania SEI Institutional Managed Trust, Small Cap Growth Fund Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Alberta, Canada TELUS Foreign Equity Active Pool Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Australia Telstra Super Pty Ltd Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109 RESIDENCE: Ireland WMP (Dublin) Global Smaller Companies Equity Investment Amount: ______________ By: Wellington Management Company, LLP Common Shares: ________________ Title: Investment Adviser Warrant Shares:_________________ Address for Notice: Wellington Management Company, LLP By: Attn: Gina Di Mento Name: Julie A. Jenkins 75 State Street Title: Vice President and Counsel Boston, MA 02109
Approval of Additional Investors Pursuant to Section 9.1 of the Agreement, the following Initial Investors hereby consent to the sale of securities to the Additional Investors listed on these signature pages at the price and on the terms set forth in the Agreement. ALLOY VENTURES 2002, LLC By: _____________________________ John F. Shoch Managing Member WELLINGTON MANAGEMENT COMPANY, LLP By: _____________________________ Julie A. Jenkins Vice President and Counsel
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