-----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, R1WUiKBIX9pVLev0nyUBL5YKcWnHUUlCJc7jWvXTfhMFwa2NCkr/fevI2CL0K73K ULeqUfvPMJSHdXSi46e7sg== 0000950116-01-000646.txt : 20010416 0000950116-01-000646.hdr.sgml : 20010416 ACCESSION NUMBER: 0000950116-01-000646 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010412 GROUP MEMBERS: ADAMS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: APA EXCELSIOR III, L.P. GROUP MEMBERS: CIN VENTURE NOMINEES, LTD. GROUP MEMBERS: FOSTIN CAPITAL ASSOCIATES II, L.P. GROUP MEMBERS: HARRIS CORPORATION GROUP MEMBERS: MELLON VENTURES, L.P. GROUP MEMBERS: ROYAL BANK OF CANADA TRUST CO. GROUP MEMBERS: SCP II PRIVATE EQUITY PARTNERS II LP GROUP MEMBERS: SCP PRIVATE EQUITY PARTNERS II, L.P. GROUP MEMBERS: TANDEM FCS INVESTMENTS, L.P. GROUP MEMBERS: THE P/A FUND, L.P. GROUP MEMBERS: VFC CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000944163 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593218138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57311 FILM NUMBER: 1601683 BUSINESS ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 300 CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 4079841990 MAIL ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 300 CITY: MELBOURNE STATE: FL ZIP: 32901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCP II PRIVATE EQUITY PARTNERS II LP CENTRAL INDEX KEY: 0001138242 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 435 DEVON PARK DRIVE STREET 2: BUILDING 300 CITY: WAYNE STATE: PA ZIP: 19087 MAIL ADDRESS: STREET 1: 435 DEVON PARK DRIVE STREET 2: BUILDING 300 CITY: WAYNE STATE: PA ZIP: 19087 SC 13D 1 0001.txt FORM SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AIRNET COMMUNICATIONS CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 00941P 10 6 (CUSIP Number) Klehr, Harrison, Harvey, Branzburg & Ellers LLP Attn: Keith W. Kaplan, Esq. 260 S. Broad Street Philadelphia, PA 19102 (215) 569-4143 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 2, 2001 (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(e), 13d-1(f) or 13d-1(g), check the following box |X| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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 (the "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 page(s)) Page 1 of 32 ============================================================================== CUSIP No. Page 2 of 32 Pages ============================================================================== 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SCP Private Equity Partners II, L.P. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0(1) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) SCP Private Equity Partners II, L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates, II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mellon Ventures, L.P. (I.R.S. No. 25-1779945) ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 478,315(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 478,315(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 478,315(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by Mellon Ventures, L.P. prior to the filing of this Schedule 13D. (2) Mellon Ventures, L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Tandem PCS Investments, L.P. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS WC ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 2,309,020(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 2,309,020(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,309,020(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Includes 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of a warrant owned by Tandem PCS Investments, L.P. prior to the filing of this Schedule D. (2) Tandem PCS Investments, LP disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Adams Capital Management, L.P. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 1,641,874(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 1,641,874(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,641,874(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by Adams Capital management, L.P. prior to the transaction requiring the filing of this Schedule 13D. (2) Adams Capital Management, L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Fostin Capital Associates II, L.P. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 271,593(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 271,593(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 271,593(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P. prior to the transaction requiring the filing of this Schedule 13D. (2) Fostin Capital Associates II, L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS VFC Capital, Inc. (I.R.S. 52-2029396) ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 3,612,708(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 3,612,708(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,612,708(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc. prior to the filing of this Schedule 13D. VFC Capital, Inc. is a wholly-owned subsidiary of Harris Corporation, a Delaware corporation. (2) VFC Capital, Inc. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Harris Corporation (I.R.S. No. 34-0276860) ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 0 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 3,612,708(1) PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 0 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 3,612,708(1) _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,612,708(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc. prior to the filing of this Schedule 13D. VFC Capital, Inc. is a wholly-owned subsidiary of Harris Corporation, a Delaware corporation. (2) Harris Corporation disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS The P/A Fund, L.P. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 785,700(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 785,700(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 785,700(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by the P/A Fund, L.P. prior to the transaction requiring the filing of this Schedule 13D. (2) The P/A Fund, L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS APA Excelsior III, L.P. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 998,743(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 998,743(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 998,743(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by APA Excelsior III, L.P. prior to the transaction requiring the filing of this Schedule 13D. (2) APA Excelsior III/Offshore L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Royal Bank of Canada Trust Co. (Jersey) Ltd., ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 374,607(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 374,607(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 374,607(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd. prior to the transaction requiring the filing of this Schedule 13D. (2) Royal Bank of Canada Trust Co. (Jersey) Ltrd., as custodian for APA Excelsior III/Offshore L.P. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; and 52,028 shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS CIN Venture Nominees, Ltd. ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS N/A ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 52,028(1) BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | 0 PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 52,028(1) |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | 0 _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,028(2) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.15% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* EP _____________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT (1) Represents shares of common stock of the Issuer owned by CIN Venture Nominees, Ltd. prior to the transaction requiring the filing of this Schedule 13D. (2) CIN Ventures Nominees, Ltd. disclaims beneficial ownership of the following shares of common stock of the Issuer pursuant to Rule 13d-4 under the Securities Exchange Act of 1934: 478,315 shares of common stock of the Issuer owned by Mellon Ventures, L.P.; 2,145,465 shares of common stock of the Issuer and 163,555 shares of common stock of the Issuer issuable upon exercise of warrants owned by Tandem PCS Investments, LP; 1,641,874 shares of common stock of the Issuer owned by Adams Capital Management, L.P.; 271,593 shares of common stock of the Issuer owned by Fostin Capital Associates II, L.P.; 3,401,828 shares of common stock of the Issuer and 210,880 shares of common stock of the Issuer issuable upon exercise of a warrant owned by VFC Capital, Inc.; 785,700 shares of common stock of the Issuer owned by The P/A Fund, L.P.; 998,743 shares of common stock of the Issuer owned by APA Excelsior III, L.P.; and 374,607 shares of common stock of the Issuer owned by Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P. SCHEDULE 13D Item 1 Security and Issuer - ------------------------------------- This statement (the "Statement") relates to the capital stock of AirNet Communications Corporation (the "Issuer"). This Statement constitutes an initial filing on Schedule 13D by SCP Private Equity Partners II, L.P. ("SCP II"), Mellon Ventures, L.P. ("Mellon"), and Tandem PCS Investments, L.P. ("Tandem") (collectively, the "Reporting Persons") each of which will acquire shares of Series B Convertible Preferred Stock of the Issuer (the "Preferred Stock"), which the Reporting Persons will have a right to convert into shares of common stock of the Issuer ("Common Stock") on a one-for-ten conversion ratio, and warrants to purchase additional shares of Common Stock, pursuant to that certain Securities Purchase Agreement, dated as of April 2, 2001(the "Securities Purchase Agreement"). As a condition to the consummation by the Reporting Persons of the transaction contemplated by the Securities Purchase Agreement, Adams Capital Management, L.P. ("Adams"), Fostin Capital Associates II, L.P. ("Fostin"), VFC Capital, Inc. ("VFC"), The P/A Fund, L.P. ("The P/A Fund"), APA Excelsior III, L.P. ("APA"), Royal Bank of Canada Trust Co. (Jersey) Ltd., as custodian for APA Excelsior III/Offshore L.P. ("Royal Bank"), and CIN Venture Nominees, Ltd. ("CIN") (collectively, the "Stockholders"), each of which are existing stockholders of the Issuer, entered into that certain Stockholders Voting Agreement with the Reporting Persons (See Item 6). The address of the Issuer's principal executive office is 100 Rialto Place, Suite 300, Melbourne, Florida 32901. The filing of this statement shall not be construed as an admission by any of the parties hereto that it is the beneficial owner of any securities covered by this statement held by any other party hereto, or that such parties have in fact formed a group under Section 13d-3 of the Securities and Exchange Act of 1934, and it expressly disclaims beneficial ownership of those shares and the formation of such a group. Prior to the filing of this statement, VFC Capital, Inc. and Harris Corporation filed a joint Schedule 13G with respect to shares of common stock of the Issuer owned by them. Item 2 Identity and Background - ----------------------------------------- This Statement is filed jointly on behalf of the following: (i) SCP II is a Delaware limited partnership and has its principal executive office and principal business address at 435 Devon Park Drive, Building 300, Wayne, Pennsylvania 19087. (ii) SCP Private Equity Partner II General Partner, L.P., a Delaware limited partnership ("SCP II General Partner"), is the general partner of SCP II, and has its principal executive office and principal business address at 435 Devon Park Drive, Building 300, Wayne, Pennsylvania 19087. (iii) SCP Private Equity II, LLC, a Delaware limited liability company ("SCP II Manager"), is the manager of SCP II, and has its principal executive office and principal business address at 435 Devon Park Drive, Building 300, Wayne, Pennsylvania 19087. SCP is a small business investment company organized under the Small Business Investment Act of 1958, as amended, whose principal business is to invest in equity or equity-related securities of companies. Pursuant to a Management Agreement, SCP II Manager makes all decisions on behalf of SCP II General Partner, which in turn makes all decisions on behalf of SCP II. (iv) Mellon is a Delaware limited partnership and has its principal executive office and principal business address at 919 North Market Street, Wilmington, Delaware 19801. Mellon is a small business investment company organized under the Small Business Investment Act of 1958, as amended, whose principal business is to invest in equity or equity-related securities of companies. (v) MVMA, L.P., which has its principal executive office and principal business address at 919 North Market Street, Wilmington, Delaware 19801, is the general partner of Mellon and holds a 1% equity interest in Mellon. Its principal business is to act as general partner of Mellon. (vi) MVMA, Inc., which has its principal executive office and principal business address at 919 North Market Street, Wilmington, Delaware 19801, is the general partner of MVMA, L.P. and holds a 1% equity interest in MVMA, L.P. Its principal business is to act as general partner of MVMA, L.P. The name, business address, present principal occupation and citizenship of each executive officer and director of MVMA, Inc. and of the sole stockholder of MVMA, Inc. are set forth on Annex A hereto. (vii) Mellon Bank, N.A., which has its principal executive office and principal business address at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258, is the majority limited partner of Mellon. The name, business address, present principal occupation and citizenship of each executive officer and director of Mellon Bank, N.A. are set forth on Annex B hereto. (viii) Mellon Financial Corporation, which has its principal executive office and principal business address at One Mellon Center, Pittsburgh, Pennsylvania 15258, is the sole stockholder of Mellon Bank, N.A. The name, business address, present principal occupation and citizenship of each executive officer and director of Mellon Financial Corporation are set forth on Annex B hereto. (ix) Tandem, which has its principal executive office c/o Live Cycles Holding Co. 1981 McGill College Avenue, 7th Floor, Montreal, Quebec H3A 1G1, Canada is a Delaware limited partnership. Tandem is a small business investment company organized under the Small Business Investment Act of 1958, as amended, whose principal business is to invest in equity or equity-related securities of companies. (x) Live Cycles Holding Co., which has its principal executive address at 2001 McGill College Avenue, 7th Floor, Montreal, Quebec H3A 1G1, Canada, is a Delaware corporation, is the general partner and manager of Tandem. The name, address and citizenship of each executive officer, director and shareholder of Live Cycles Holding Co. are set forth on Annex C hereto. (xi) Caisse de Depot et Placement du Quebec, a Quebec corporation ("Caisse de Depot"), which has its principal executive address at 2001 McGill College Avenue, 7th Floor, Montreal, Quebec H3A 1G1, Canada, is the sole shareholder of Live Cycles Holding Co. The name, address and citizenship of each executive officer, director and shareholders of Caisse de Depot are set forth on Annex C hereto. (xii) Adams, which has its principal executive office at 500 Blackburn Avenue, Sewickley, Pennsylvania 15143, is a Delaware limited partnership. (xiii) Fostin, which has its principal executive office at 681 Anderson Drive, Pittsburgh, Pennsylvania 15220, is a Pennsylvania limited partnership. (xiv) Fostin Capital Company, LLC, a Pennsylvania limited partnership, which has its principal executive office at 681 Anderson Drive, Pittsburgh, Pennsylvania 15220, is the general partner of Fostin. David Martin, who has a principal executive office at 681 Anderson Drive, Pittsburgh, Pennsylvania 15220, is the manager and controlling member of Fostin LLC. (xv) VFC, which has its principal executive office at 1025 West NASA Boulevard, Melbourne, Florida 32919, is a Delaware corporation. (xvi) Harris Corporation, a Delaware corporation, which has its principal executive address at 1025 West NASA Boulevard, Melbourne, Florida 32919, is a Delaware corporation, is the parent company of VFC. The name address and citizenship of each executive officer and director of Harris Corporation are set forth on Annex D hereof (xvii) The P/A Fund, a Pennsylvania limited partnership, has its principal executive address as c/o Patricof & Co. Ventures, In. 45 Park Avenue, New York, NY 10022. (xviii) APA Pennsylvania Partners II, L.P., a Pennsylvania limited partnership ("APA Pennsylvania"), which has its principal executive address at c/o Patricof & Co. Ventures, Inc. 445 Park Avenue, New York, NY 10022, is the general partner of the P/A Fund. The names, addresses and citizenship of the general partners of APA Excelsior are set forth on Annex E hereto. (xix) APA, a Delaware limited partnership, has its principal executive address at c/o Patricof & Co. Ventures, Inc. 445 Park Avenue, New York, NY 10022. (xx) Royal Bank, a Delaware limited partnership and custodian for APA Excelsior III/Offshore L.P., has its principal executive address at c/o Patricof & Co. Ventures, Inc. 445 Park Avenue, New York, NY 10022. (xxi) APA Excelsior III Partners, L.P., a Delaware limited partnership ("APA Excelsior"), which has its principal executive address at c/o Patricof & Co. Ventures, Inc., 445 Park Avenue, New York, NY 10022, is the general partner of APA and APA Excelsior III/Offshore L.P. The names, addresses and citizenship of the general partners of APA Excelsior are set forth on Annex E hereto. (xxii) CIN, a British pension fund, has its principal executive address at c/o Patricof & Ventures, Inc., 445 Park Avenue, New York, NY 10022. (xxiii) Patricof & Co Ventures, Inc., a New York S-corporation, which has its principal executive address at c/o Patricof & Co. Ventures, Inc., 445 Park Avenue, New York, NY 10022, is the general partner of CIN. The names, addresses and citizenship of its officers and managing directors are set forth on Annex E hereof. During the last five years, none of SCP II (together with SCP II General Partner and SCP II Manager) (collectively the "SCP II Affiliates"); Mellon (together with MVMA, L.P., MVMA, Inc., Mellon Bank, N.A., Mellon Bank Corporation and the persons set forth on Annexes A and B hereto) (collectively, the "Mellon Affiliates"); Tandem (together with Live Cycles Holding Co., Caisse de Depot and the persons set forth on Annex C hereto) (collectively, the "Tandem Affiliates"); Adams (together with ACM and Joel P. Adams) (collectively, the "Adams Affiliates"); Fostin (together with Fostin LLC and David Martin) (collectively , the "Fostin Affiliates"); VFC, [VFC's Executive Officer and Director], The P/A Fund (together with APA Pennsylvania and the persons set forth on Annex E hereto) (collectively, "The P/A Fund Affiliates"); APA, Royal Bank, and APA Excelsior III/Offshore L.P. (together with APA Excelsior and the persons set forth on Annex E hereto) (collectively, the "Royal Bank Affiliates"); CIN, (together with Patricof & Co. Ventures, Inc. and the persons set forth on Annex E hereto) (collectively, the "CIN Affiliates") have been convicted in any criminal proceeding. During the last five years, none of the SCP II Affiliates, the Mellon Affiliates, the Tandem Affiliates, the Adams Affiliates, the Fostin Affiliates, the VFC Affiliates, the PIA Fund Affiliates, the Royal Bank Affiliates and the CIN Affiliates have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3 Source and Amount of Funds or Other Consideration - ------------------------------------------------------------------- The SCP II Affiliates will use working capital to acquire the 318,471.33 shares of Preferred Stock plus warrants to purchase 955,414 shares of Common Stock for a total purchase price of Ten Million Dollars ($10,000,000). The Mellon Affiliates will use working capital to acquire the 318,471.33 shares of Preferred Stock plus warrants to purchase 955,414 shares of Common Stock for a total purchase price of Ten Million Dollars ($10,000,000). The Tandem Affiliates will use working capital to acquire the 318,471.33 shares of Preferred Stock plus warrants to purchase 955,414 shares of Common Stock for a total purchase price of Ten Million Dollars ($10,000,000). The Stockholders do not have any right to acquire any securities of the Issuer pursuant to the Securities Purchase Agreement. Item 4 Purpose of the Transaction - -------------------------------------------- The respective purpose of the SCP II Affiliates, the Mellon Affiliates and the Tandem Affiliates in acquiring the shares of Preferred Stock and warrants to purchase Common Stock pursuant to the Securities Purchase Agreement is to acquire an investment position in the Issuer. The Stockholders will not acquire any securities of the Issuer pursuant to the Securities Purchase Agreement. While the SCP II Affiliates, the Mellon Affiliates, the Tandem Affiliates, the Adams Affiliates, the Fostin Affiliates, the VFC Affiliates, the P/A Fund Affiliates, the Royal Bank Affiliates and the CIN Affiliates have no current plans to increase or decrease their respective investment positions, they intend to review their respective investment positions from time to time. Depending upon such review, as well as market and business conditions and other factors, they may choose to purchase additional securities of the Issuer or to sell all or a portion of their shares of Preferred Stock and/or Common Stock. According to the terms and conditions of the Securities Purchase Agreement, each of SCP II and Tandem has the right (the "Board Right") to designate one person (each, a "Designee") to the Board of Directors of the Issuer (the "Board"). The Board Right will permit the Designees to fill two vacancies of the seven member Board. In connection with the Securities Purchase Agreement, the Issuer intends to file an amendment to its Certificate of Incorporation (the "Certificate of Designation") to provide for the Board Right, subject to the approval of the National Association of Securities Dealers (the "NASD"). If approved by the NASD, the Certificate of Designation may impede the acquisition of control of the Issuer. Item 5 Interest in Securities of the Issuer - ------------------------------------------------------ (a) The SCP II Affiliates are the beneficial owners of no capital stock of the Issuer. The Mellon Affiliates are the beneficial owners of 478,315 shares of Common Stock on a fully diluted basis. The 478,315 shares constitute 1.96% of the issued and outstanding shares of Common Stock on a fully diluted basis. The Tandem Affiliates are the beneficial owners of 2,309,020 shares of Common Stock on a fully diluted basis, which includes currently exercisable warrants to purchase 163,555 shares of Common Stock. The 2,309,020 shares constitute 9.47% of the issued and outstanding shares of Common Stock on a fully diluted basis. The Adams Affiliates are the beneficial owners of 1,641,874 shares of Common Stock. The Fostin Affiliates are the beneficial owners of 271,593 shares of Common Stock. The VFC Affiliates are the beneficial owners of 3,612,708 shares of Common Stock on a fully diluted basis, including currently exercisable warrants to purchase 210,880 shares of Common Stock. The P/A Fund Affiliates are the beneficial owners of 785,700 shares of Common Stock. The APA Affiliates are the beneficial owners of 998,743 shares of Common Stock. The Royal Bank Affiliates are the beneficial owners of 374,607 shares of Common Stock. The CIN Affiliates are the beneficial owners of 52,028 shares of Common Stock. Each party hereto may be deemed to beneficially own the shares of Common Stock owned by the other parties hereto by reason of the Voting Agreement, however, each of the parties hereto disclaims beneficial ownership of all capital stock owned by each other party hereto. (b) The Mellon Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 478,315 shares of Common Stock, on a fully diluted basis. The Tandem Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 2,309,020 shares of Common Stock, on a fully diluted basis. The Adams Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 1,641,874 shares of Common Stock. The Fostin Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 271,593 shares of Common Stock. The VFC Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 3,612,708 shares of Common Stock, on a fully diluted basis. The P/A Fund Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 785,700 shares of Common Stock. The APA Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 998,743 shares of Common Stock. The Royal Bank Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 374,607 shares of Common Stock. The CIN Affiliates have sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 52,028 shares of Common Stock. (c) Except for the transactions described in Items 3 and 4 above, none of the parties described in paragraph (a) have effected any transactions in the securities of the Issuer during the past sixty (60) days. (d) No persons, other than the SCP II Affiliates, the Mellon Affiliates, the Tandem Affiliates, the Adams Affiliates, the Foster Affiliates, the VFC Affiliates, the P/A Fund Affiliates, the Royal Bank Affiliates and the CIN Affiliates have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned thereby. (e) Not applicable. Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect - ------------------------------------------------------------------------------- to Securities of the Issuer - --------------------------- SCP II, Mellon and Tandem will acquire shares of Preferred Stock and warrants to purchase shares of Common Stock pursuant to the Securities Purchase Agreement (the "Transaction") upon satisfaction by the Issuer of certain conditions precedent under the Stock Purchase Agreement. As an additional condition to the obligations of SCP II, Mellon and Tandem to consummate the Transaction, SCP II, Mellon and Tandem simultaneously entered into a Stockholders Voting Agreement, attached hereto as Exhibit A (the "Voting Agreement"), with the Stockholders whereby, subject to the terms of the Voting Agreement, (i) the Stockholders agreed to vote all shares of capital stock of the Issuer owned by each of them in favor of the consummation of the Transaction; (ii) SCP II, Mellon, Tandem and the Stockholders agreed to vote all of their respective shares of capital stock of the Issuer owned by each of them in favor of electing the Designees of SCP II and Tandem to the Board, and (iii) SCP II, Mellon, Tandem and the Stockholders agreed not to transfer, sell or dispose of any shares of capital stock of the Issuer owned by each of them until such time as the NASD approves an amendment to the Certificate of Designation providing for the Board Right (unless such transferee or purchaser agrees to be bound by the Voting Agreement). In order to ensure that the Stockholders will vote in favor of the consummation of the Transaction, each Stockholder executed and delivered to SCP II, Mellon and Tandem an irrevocable proxy, attached hereto as Exhibit B (the "Irrevocable Proxy"). The Irrevocable Proxy, and the corresponding obligation of the Stockholders to vote all of their respective shares of capital stock of the Issuer in favor of the consummation of the Transaction, shall remain in effect until the earliest of: (i) June 30, 2001; (ii) the day immediately following the date the Transaction is otherwise approved by a majority of the stockholders of the Issuer; (iii) the date the Securities Purchase Agreement is terminated in accordance with its terms; and (iv) the date the Issuer, SCP II, Mellon and Tandem amend the Securities Purchase Agreement, the effect of which materially adversely affects the rights of any Stockholder by virtue of the Securities Purchase Agreement, unless such Stockholder(s) have consented to such amendment. The obligation of the SCP II, Mellon, Tandem and the Stockholders to vote all of their respective shares of capital stock of the Issuer in favor of the Board Right, shall terminate upon the date the Issuer shall have obtained the written approval of the Nasdaq Stock Market or its Staff, under Rule 4351 of the NASD or such other rules as may apply, for an amendment to the Certificate of Designation providing for the Board Right; provided, however, as to Mellon only, its obligations with respect to the Board Right shall terminate, if earlier than the date of such approval, upon the first to occur of (i) June 30, 2001, and (ii) immediately following the next meeting of the stockholders of the Issuer at which the Class III directors of the Issuer shall be elected. Item 7 Material to be Filed as Exhibits - -------------------------------------------------- The following materials will be filed as exhibits: Exhibit A: Securities Purchase Agreement Exhibit B: Voting Agreement Exhibit C: Irrevocable Proxy 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. Date: April 12, 2001 SCP PRIVATE EQUITY PARTNERS II, L.P. By: SCP Private Equity Partner II General Partner, L.P., its General Partner By: SCP Private Equity II, LLC, its manager By: /s/ Wayne B. Weisman ------------------------- Name: Wayne B. Weisman Title: A Manager TANDEM PCS INVESTMENTS, L.P. By: Live Cycles Holding Co., its General Partner By: /s/ Pierre Belanger -------------------------------- Pierre Belanger, President By: /s/ Lynn McDonald -------------------------------- Lynn McDonald, Vice President and Secretary MELLON VENTURES, L.P. By: MVMA, L.P., its General Partner By: MVMA, Inc. its General Partner By: /s/ Ronald Coombs ------------------------- Name: Ronald Coombs Title: Principal THE P/A FUND, L.P. By: APA Pennsylvania Partners II, L.P., General Partner By: /s/ Robert M. Chefitz -------------------------------- Name: Robert M. Chefitz Title: General Partner APA EXCELSIOR III L.P. By: APA Excelsior III Partners, L.P., General Partner By: /s/ Robert M. Chefitz ---------------------------------- Name: Robert M. Chefitz Title: General Partner ROYAL BANK OF CANADA TRUST CO. (JERSEY) LTD., AS CUSTODIAN FOR APA EXCELSIOR III/OFFSHORE L.P. By: APA Excelsior III Partners, L.P., General Partner By: /s/ Robert M. Chefitz ----------------------------------- Name: Robert M. Chefitz Title: General Partner CIN VENTURE NOMINEES, LTD. By: Patricof & Co. Ventures, Inc., Investing Manager By: /s/ Robert M. Chefitz ----------------------------------- Name: Robert M. Chefitz Title: Managing Director ADAMS CAPITAL MANAGEMENT, L.P. By: ACM Capital Partners II, L.P., General Partner By: /s/ Joel P. Adams ----------------------------------- Name: Joel P. Adams Title: General Partner FOSTIN CAPITAL ASSOCIATES II, L.P. By: Fostin Capital Company, LLC By: /s/ David Martin ---------------------------------- Name: David Martin Title: Manager VFC CAPITAL, INC. By: /s/ Scott Mikuen ------------------------------------- Name: Scott Mikuen Title: Assistant Secretary HARRIS CORPORATION By: /s/ Scott Mikuen ------------------------------------- Name: Scott Mikuen Title: Assistant Secretary Annex A Executive Officers, Directors and Sole Stockholder of MVMA, Inc. Name and Title Principal Occupation and Business Address - -------------- ----------------------------------------- Paul D. Cohen Principal Director Mellon Ventures, Inc. One Mellon Center, Room 5300 Pittsburgh, PA 15258 Ronald J. Coombs Principal, Vice President--Operations Vice President Mellon Ventures, Inc. and Director One Mellon Bank Center, Room 5300 Pittsburgh, PA 15258 Lawrence E. Mock, Jr. President and Chief Executive Officer Mellon Ventures, Inc., One Mellon Bank Center, Room 5300 Pittsburgh, Pa 15258 Each of the individuals listed above is a citizen of the United States of America. Annex B Executive Officers and Directors of Mellon Bank, N.A. and Mellon Bank Corporation Name Principal Occupation and Business Address - -------- ----------------------------------------- Directors of Mellon Bank, N.A. and Mellon Bank Corporation: Dwight L. Allison, Jr. Retired Chairman, President and Chief Executive Officer, The Boston Company One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Burton C. Borgelt Retired Chairman and Chief Executive Officer Dentsply International, Inc. One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Carol R. Brown President, The Pittsburgh Cultural Trust 125 Seventh Street, Suite 500 Pittsburgh, PA 15222-3411 Frank V. Cahouet Chairman, President and Chief Executive Officer, Mellon Bank Corporation One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Jared L. Cohon President, Carnegie Mellon University 5000 Forbes Avenue Pittsburgh, PA 15213 Christopher M. Condron Vice Chairman, Mellon Bank Corporation 200 Park Avenue, 55th Floor New York, NY 10166 J. W. Connolly Retired Senior Vice President, H.J. Heinz Company One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Charles A. Corry Retired Chairman and Chief Executive Officer, USX Corporation One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 C. Frederick Fetterolf Retired President and Chief Operating Officer, Aluminum Company of America One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Ira Gumberg President and Chief Executive Officer, J.J. Gumberg Co. 1051 Brinton Road Pittsburgh, PA 15221-4599 Pemberton Hutchinson Retired Chairman, Westmoreland Coal Company One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 George W. Johnstone Retired President and Chief Executive Officer American Water Works Company, Inc. One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Rotan E. Lee Hugh Wood, Inc. The Bellevue 200 South Broad Street Philadelphia, PA 19102 Andrew W. Mathieson 500 Grant Street, Suite 4106 Pittsburgh, PA 15219-2502 Edward McAniff Partner, O'Melveny & Myers 400 South Hope Street, Suite 1711 Los Angeles, CA 90071 Martin G. McGuinn Vice Chairman, Mellon Bank Corporation Chairman and Chief Executive Officer, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Robert Mehrabian Executive Vice President and Segment Executive Allegheny Teledyne Incorporated 2049 Century Part East, 15th Floor Los Angeles, CA 90067-3101 Seward Prosser Mellon Richard K. Mellon and Sons P.O. Box RKM Ligonier, PA 15658-0780 Mark A. Nordenberg Office of the Chancellor 107 Cathedral of Learning Pittsburgh, PA 15260 David S. Shapira Chairman and Chief Executive Officer Giant Eagle, Inc. 101 Kappa Drive Pittsburgh, PA 15238-2809 W. Keith Smith Senior Vice Chairman, Mellon Bank, N.A. Chairman & Chief Executive Officer, The Boston Company One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Joab L. Thomas President Emeritus, The Pennsylvania State University One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Wesley W. von Schack Chairman, President and Chief Executive Officer, New York State Electric & Gas Corporation 4500 Vestal Parkway East Binghamton, NY 13902-3607 William J. Young One Mellon Bank Center Room 4826 Pittsburgh, PA 15258-0001 Executive Officers of Mellon Bank Corporation and Mellon Bank, N.A.: Frank V. Cahouet Chairman, President and Chief Executive Officer, Mellon Bank Corporation One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Martin G. McGuinn Vice Chairman, Mellon Bank Corporation Chairman and Chief Executive Officer, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Christopher M. Condron Vice Chairman, Mellon Bank Corporation 200 Park Avenue, 55th Floor New York, NY 10166 Steven G. Elliot Senior Vice Chairman and Chief Financial Officer, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 W. Keith Smith Senior Vice Chairman, Mellon Bank,N.A. Chairman & Chief Executive Officer, The Boston Company One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 John T. Chesko Vice Chairman, Chief Risk & Chief Credit Officer, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Jeffrey L. Leininger Vice Chairman, Specialized Commercial Banking, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 David R. Lovejoy Vice Chairman, Financial Markets & Corporate Development, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 Keith P. Russell Vice Chairman, Mellon Financial Group - West Coast, Mellon Bank, N.A. 400 South Hope Street Los Angeles, CA 90071-2806 Peter Rzasnicki Vice Chairman, Global Trust Services, Mellon Bank, N.A. One Mellon Bank Center Room 4700 Pittsburgh, PA 15258-0001 William J. Stalkamp Vice Chairman, Mellon Bank, N.A. One Mellon Bank Center Room 0895 Pittsburgh, PA 15258-0001 Each of the individuals listed above is a citizen of the United States of America, except Jeffrey L. Leininger is a German citizen. The sole stockholder of Mellon Bank, N.A. is Mellon Bank Corporation. Annex __ Directors and Executive Officers of Harris Identity and Background; Beneficial Ownership of Common Stock
Name and Business Address Position with Harris and Present Principal Occupation DIRECTORS - --------- Phillip W. Farmer* Chairman, President and Chief Executive Officer, 1025 West NASA Blvd. Harris Corporation Melbourne, FL 32919 Alfred C. DeCrane, Jr. Director Two Greenwich Plaza Suite 300 Retired Chairman and Chief Executive Officer, Greenwich, CT 06836 Texaco Inc. Ralph D. DeNunzio Director 375 Park Avenue Suite 2602 President, Harbor Point Associates, Inc. New York, NY 10152 Joseph L. Dionne Director 198 North Wilton Road Retired Chairman and Chief Executive Officer, The New Canaan, CT 06840 McGraw-Hill Companies, Inc. John T. Hartley Director 1025 West NASA Blvd. Retired Chairman and Chief Executive Officer, Harris Melbourne, FL 32919 Corporation Karen Katen Director 235 E. 42nd Street 15th Floor Executive Vice President, Pfizer Pharmaceuticals New York, NY 10017 Group; President, U.S. Pharmaceuticals Group Stephen P. Kaufman Director 25 Hub Drive Chairman of the Board, Arrow Electronics, Inc. Melville, NY 11747-3509 Gregory T. Swienton Director 3600 N.W. 82nd Street President and Chief Executive Officer, Ryder System, Miami, FL 33166 Inc. Alexander B. Trowbridge Director 1317 F. Street N.W. Suite 500 President, Trowbridge Partners Washington, DC 20004 OFFICERS - -------- Bruce M. Allan President, Broadcast Communications Division Harris Broadcast Communications Div. 4393 Digital Way Mason, OH 45040
Richard L. Ballantyne Vice President - General Counsel and Secretary Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 James L. Christie Vice President - Controller Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 Allen E. Dukes President, Microwave Communications Division Harris Microwave Communications Div. 330 Twin Dolphin Drive Redwood Shores, CA 94065-1421 Nick E. Heldreth Vice President - Human Resources and Corporate Harris Corporation Relations 1025 West NASA Blvd. Melbourne, FL 32919 Robert K. Henry President, Government Communications Systems Harris Government Communications Systems Div. Division 2400 NE Palm Bay Road Palm Bay, FL 32905 Chester A. Massari President, RF Communications Division Harris RF Communications Div. 1680 University Avenue Rochester, NY 14610 Daniel R. Pearson President, Network Support Division Harris Network Support Div. 1025 West NASA Blvd. Melbourne, FL 32919 Bryan R. Roub Senior Vice President and Chief Financial Officer Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 Gary L. McArthur Vice President - Corporate Development Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 David S. Wasserman Vice President - Treasurer Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919
Annex B Executive Officers and Directors of Mellon Financial Corporation and Mellon Bank N.A. Directors of Mellon Bank, N.A. and Mellon Bank Corporation:
Director Principal Occupation and Business Address Director Since - -------- ----------------------------------------- -------------- Burton C. Borgelt Retired Chairman and Chief Executive Officer 1991 Dentsply International, Inc. 545 Sanctuary Drive Unit 405 B Longboat Key, FL 34228 Carol R. Brown President 1992 The Pittsburgh Cultural Trust 803 Liberty Avenue Pittsburgh, PA 15222-3411 Jared L. Cohon President 1998 Carnegie Mellon University 5000 Forbes Avenue Pittsburgh, PA 15213 Christopher M. Condron President and Chief Operating Officer 1998 Mellon Financial Corporation and Mellon Bank, N.A. Chairman and Chief Executive Officer The Dreyfus Corporation 200 Park Avenue, 55th Floor New York, NY 10166 J. W. Connolly Retired Senior Vice President 1989 H. J. Heinz Company 157 Backbone Road Sewickley, PA 15143-2336 Charles A. Corry Retired Chairman and Chief Executive Officer 1991 USX Corporation 2024 Murdstone Road Pittsburgh, PA 15241-2243 Steven G. Elliott Senior Vice Chairman and 2001 Chief Financial Officer Mellon Financial Corporation and Mellon Bank, N.A. One Mellon Center, Room 4700 Pittsburgh, PA 15258
Annex B Executive Officers and Directors of Mellon Financial Corporation and Mellon Bank N.A. Directors of Mellon Bank, N.A. and Mellon Bank Corporation:
Director Principal Occupation and Business Address Director Since - -------- ----------------------------------------- -------------- Ira J. Gumberg President and Chief Executive Officer 1989 J. J. Gumberg Co. 1051 Brinton Road Pittsburgh, PA 15221-4599 Pemberton Hutchinson Retired Chairman and Chief Executive Officer 1989 Westmoreland Coal Company 614 Gravers Lane Wyndmoor, PA 19038 Edward J. McAniff Of Counsel 1994 O'Melveny & Myers 400 South Hope Street, Suite 1717 Los Angeles, CA 90071 Martin G. McGuinn Chairman and Chief Executive Officer 1998 Mellon Financial Corporation and Mellon Bank, N.A. One Mellon Center, Room 4700 Pittsburgh, PA 15258 Robert Mehrabian President and Chief Executive Officer 1994 Teledyne Technologies, Incorporated Teledyne Technologies, Inc. 2049 Century Park East, 15th Floor Los Angeles, CA 90067-3101 Seward Prosser Mellon President and Chief Executive Officer 1972 Richard K. Mellon and Sons Richard King Mellon Foundation Richard K. Mellon and Sons P. O. Box RKM Ligonier, PA 15658-0780 Mark A. Nordenberg Chancellor 1998 University of Pittsburgh Office of the Chancellor 107 Cathedral of Learning Pittsburgh, PA 15260
Annex B Executive Officers and Directors of Mellon Financial Corporation and Mellon Bank N.A. Directors of Mellon Bank, N.A. and Mellon Bank Corporation:
Director Principal Occupation and Business Address Director Since - -------- ----------------------------------------- -------------- David S. Shapira Chairman and Chief Executive Officer 1986 Giant Eagle, Inc. Chairman and Chief Executive Officer Giant Eagle, Inc. 101 Kappa Drive Pittsburgh, PA 15238-2809 Joab L. Thomas President Emeritus 1993 The Pennsylvania State University Two Fairmont Woods Tuscaloosa, AL 35405 Wesley W. von Schack Chairman, President and Chief Executive Officer 1989 Energy East Corporation Energy East Corporation P.O. Box 5224 Corporate Drive-Kirkwood Industrial Park Binghamton, NY 13902-5224
Annex C Live Cycles Holding Co. ("Live Cycle") is the general partner of Tandem. The directors and executive officers of Live Cycle are as follows: Directors Pierre Belanger Lynn McDonald Executive Officers Pierre Belanger- President Lynn McDonald- Vice President and Secretary Pierre Bedard- Vice President. Live Cycle is a wholly-owned subsidiary of Caisse de Depot et Placement du Quebec, a Quebec Corporation ("Caisse de Depot"). The directors and executive officers of Caisse de Depot are as follows: -----END PRIVACY-ENHANCED MESSAGE-----